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

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, 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 Seller’s financial 's condition (financial or otherwise) or operationsoperations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or as date of such date specifically provided hereinexecution and delivery hereof, that: (i1) The Seller is duly organized, organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power and authority Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance perform any of its other obligations under this Agreement, or (c) Agreement in accordance with the value or marketability of the Mortgage Loansterms thereof. (ii2) The Seller has the full corporate power and authority to makesell each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and to consummate has duly authorized by all necessary corporate action on the part of the transactions contemplated hereunder and has taken all necessary action to authorize Seller the execution, delivery and performance of this Agreement which is part of its official records. When executed Agreement; and deliveredthis Agreement, this Agreement will constitute assuming the Seller’s due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (a) the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganizationmoratorium, receivership, moratorium or receivership and other similar laws affecting the enforcement of relating to creditors’ ' rights generally and (b) the rights remedy of creditors of federally insured financial institutions specific performance and by the availability injunctive and other forms of equitable remedies, (2) general equity principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforcement is considered in a the court before which any proceeding in equity or at law) or therefor may be brought. (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Seller and will not conflict with or (a) result in a material breach of, of any term or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslaws of the Seller or (b) materially conflict with, or constitute result in a material breach breach, violation or acceleration of, or result in a material default under, the creation or imposition terms of any lien, charge other material agreement or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement instrument to which it the Seller is a party or by which it may be bound, or (c) constitute a material violation of any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller's ability to perform or meet any of its obligations under this Agreement. (v4) No certificate of an officerlitigation is pending or, written statement or written report delivered pursuant to the terms hereof best of the Seller's knowledge, threatened against the Seller contains any untrue statement of a material fact that would prohibit the execution or omits to state any material fact necessary to make delivery of, or performance under, this Agreement by the certificate, statement or report not misleadingSeller. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii5) The Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS. (b) The Seller hereby makes the representations and warranties set forth in Schedule B hereto to the Purchaser, as of the Closing Date, or if so specified therein, as of the Cut-off Date. (c) Upon discovery by either of the parties hereto of a breach of a representation or warranty made pursuant to Schedule B hereto that materially and adversely affects the interests of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other party. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from the Purchaser of a breach of any representation or warranty made pursuant to Schedule B hereto which materially and adversely affects the interests of the Purchaser in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not insolventso cured, nor will shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the pools of mortgages listed on Schedule B hereto and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Purchaser at the Mortgage Loan Purchase Price in the manner set forth below. With respect to the representations and warranties described in this Section which are made to the best of the Seller's knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee or to the Custodian on its behalf the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 3.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 3.1. No substitution is permitted to be made insolvent in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the transfer Seller. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Schedule B hereto with respect to such Mortgage Loan. It is understood and agreed that the obligation under this Agreement of the Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such breach available to the Purchaser on its behalf. The representations and warranties contained in this Agreement shall not be construed as a warranty or guaranty by the Seller as to the future payments by any Mortgagor. It is understood and agreed that the representations and warranties set forth in this Section 4.1 shall survive the sale of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties Purchaser hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders and the Certificate Insurer that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or as date of such date specifically provided hereinexecution and delivery hereof, that: (i1) The Seller is duly organized, organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power and authority Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance perform any of its other obligations under this Agreement, or (c) Agreement in accordance with the value or marketability of the Mortgage Loansterms thereof. (ii2) The Seller has the full corporate power and authority to makesell each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and to consummate has duly authorized by all necessary corporate action on the part of the transactions contemplated hereunder and has taken all necessary action to authorize Seller the execution, delivery and performance of this Agreement which is part of its official records. When executed Agreement; and deliveredthis Agreement, this Agreement will constitute assuming the Seller’s due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (a) the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganizationmoratorium, receivership, moratorium or receivership and other similar laws affecting the enforcement of relating to creditors’ rights generally and (b) the rights remedy of creditors of federally insured financial institutions specific performance and by the availability injunctive and other forms of equitable remedies, (2) general equity principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforcement is considered in a the court before which any proceeding in equity or at law) or therefor may be brought. (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Seller and will not conflict with or (a) result in a material breach of, of any term or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslaws of the Seller or (b) materially conflict with, or constitute result in a material breach breach, violation or acceleration of, or result in a material default under, the creation or imposition terms of any lien, charge other material agreement or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement instrument to which it the Seller is a party or by which it may be bound, or (c) constitute a material violation of any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller’s ability to perform or meet any of its obligations under this Agreement. (v4) No certificate of an officerlitigation is pending or, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course best of the Seller’s businessknowledge, threatened against the Seller that would prohibit the execution or delivery of, or performance under, this Agreement by the Seller. (vii5) The Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS. (b) The Seller hereby makes the representations and warranties set forth in Schedule B hereto to the Purchaser, as of the Closing Date, or if so specified therein, as of the Cut-off Date. (c) Upon discovery by either of the parties hereto of a breach of a representation or warranty made pursuant to Schedule B hereto that materially and adversely affects the interests of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other party. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from the Purchaser of a breach of any representation or warranty made pursuant to Schedule B hereto which materially and adversely affects the interests of the Purchaser in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not insolventso cured, nor will shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the pools of mortgages listed on Schedule B hereto and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Purchaser at the Mortgage Loan Purchase Price in the manner set forth below. With respect to the representations and warranties described in this Section which are made to the best of the Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee or to the Custodian on its behalf the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 3.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 3.1. No substitution is permitted to be made insolvent in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the transfer Seller. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Schedule B hereto with respect to such Mortgage Loan. It is understood and agreed that the obligation under this Agreement of the Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such breach available to the Purchaser on its behalf. The representations and warranties contained in this Agreement shall not be construed as a warranty or guaranty by the Seller as to the future payments by any Mortgagor. It is understood and agreed that the representations and warranties set forth in this Section 4.1 shall survive the sale of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties Purchaser hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or as date of such date specifically provided hereinexecution and delivery hereof, that: (i1) The Seller is duly organized, organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power and authority Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance perform any of its other obligations under this Agreement, or (c) Agreement in accordance with the value or marketability of the Mortgage Loansterms thereof. (ii2) The Seller has the full corporate power and authority to makesell each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and to consummate has duly authorized by all necessary corporate action on the part of the transactions contemplated hereunder and has taken all necessary action to authorize Seller the execution, delivery and performance of this Agreement which is part of its official records. When executed Agreement; and deliveredthis Agreement, this Agreement will constitute assuming the Seller’s due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (a) the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganizationmoratorium, receivership, moratorium or receivership and other similar laws affecting the enforcement of relating to creditors’ ' rights generally and (b) the rights remedy of creditors of federally insured financial institutions specific performance and by the availability injunctive and other forms of equitable remedies, (2) general equity principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforcement is considered in a the court before which any proceeding in equity or at law) or therefor may be brought. (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Seller and will not conflict with or (a) result in a material breach of, of any term or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslaws of the Seller or (b) materially conflict with, or constitute result in a material breach breach, violation or acceleration of, or result in a material default under, the creation or imposition terms of any lien, charge other material agreement or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement instrument to which it the Seller is a party or by which it may be bound, or (c) constitute a material violation of any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller's ability to perform or meet any of its obligations under this Agreement. (v4) No certificate litigation is pending or, to the best of an officerthe Seller's knowledge, threatened against the Seller that would prohibit the execution or delivery of, or performance under, this Agreement by the Seller. (b) The Seller hereby makes the representations and warranties set forth in Schedule B hereto to the Purchaser, as of the Closing Date, or if so specified therein, as of the Cut-off Date. (c) Upon discovery by either of the parties hereto of a breach of a representation or warranty made pursuant to Schedule B hereto that materially and adversely affects the interests of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other party. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written statement notice from the Purchaser of a breach of any representation or written report delivered warranty made pursuant to Schedule B hereto which materially and adversely affects the interests of the Purchaser in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the pool of mortgages listed on Schedule B hereto and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Purchaser at the Mortgage Loan Purchase Price in the manner set forth below. With respect to the representations and warranties described in this Section which are made to the best of the Seller's knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee or to the Custodian on its behalf the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 3.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 3.1. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the Seller. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms hereof of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Schedule B hereto with respect to such Mortgage Loan. It is understood and agreed that the obligation under this Agreement of the Seller contains to cure, repurchase or replace any untrue statement of Mortgage Loan as to which a material fact or omits breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such breach available to state any material fact necessary to make the certificate, statement or report not misleading. (vi) Purchaser on its behalf. The transactions contemplated by representations and warranties contained in this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is shall not insolvent, nor will be construed as a warranty or guaranty by the Seller be made insolvent as to the future payments by any Mortgagor. It is understood and agreed that the transfer representations and warranties set forth in this Section 4.1 shall survive the sale of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties Purchaser hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or as date of such date specifically provided hereinexecution and delivery hereof, that: (i1) The Seller is duly organized, organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power and authority Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance perform any of its other obligations under this Agreement, or (c) Agreement in accordance with the value or marketability of the Mortgage Loansterms thereof. (ii2) The Seller has the full corporate power and authority to makesell each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and to consummate has duly authorized by all necessary corporate action on the part of the transactions contemplated hereunder and has taken all necessary action to authorize Seller the execution, delivery and performance of this Agreement which is part of its official records. When executed Agreement; and deliveredthis Agreement, this Agreement will constitute assuming the Seller’s due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (a) the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganizationmoratorium, receivership, moratorium or receivership and other similar laws affecting the enforcement of relating to creditors’ ' rights generally and (b) the rights remedy of creditors of federally insured financial institutions specific performance and by the availability injunctive and other forms of equitable remedies, (2) general equity principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforcement is considered in a the court before which any proceeding in equity or at law) or therefor may be brought. (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Seller and will not conflict with or (a) result in a material breach of, of any term or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslaws of the Seller or (b) materially conflict with, or constitute result in a material breach breach, violation or acceleration of, or result in a material default under, the creation or imposition terms of any lien, charge other material agreement or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement instrument to which it the Seller is a party or by which it may be bound, or (c) constitute a material violation of any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller's ability to perform or meet any of its obligations under this Agreement. (v4) No certificate of an officerlitigation is pending or, written statement or written report delivered pursuant to the terms hereof best of the Seller's knowledge, threatened against the Seller contains any untrue statement of a material fact that would prohibit the execution or omits to state any material fact necessary to make delivery of, or performance under, this Agreement by the certificate, statement or report not misleadingSeller. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii5) The Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS. (b) The Seller hereby makes the representations and warranties set forth in Schedule B hereto to the Purchaser, as of the Closing Date, or if so specified therein, as of the Cut-off Date. (c) Upon discovery by either of the parties hereto of a breach of a representation or warranty made pursuant to Schedule B hereto that materially and adversely affects the interests of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other party. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from the Purchaser of a breach of any representation or warranty made pursuant to Schedule B hereto which materially and adversely affects the interests of the Purchaser in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not insolventso cured, nor will shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the pool of mortgages listed on Schedule B hereto and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Purchaser at the Mortgage Loan Purchase Price in the manner set forth below. With respect to the representations and warranties described in this Section which are made to the best of the Seller's knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee or to the Custodian on its behalf the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 3.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 3.1. No substitution is permitted to be made insolvent in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the transfer Seller. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Schedule B hereto with respect to such Mortgage Loan. It is understood and agreed that the obligation under this Agreement of the Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such breach available to the Purchaser on its behalf. The representations and warranties contained in this Agreement shall not be construed as a warranty or guaranty by the Seller as to the future payments by any Mortgagor. It is understood and agreed that the representations and warranties set forth in this Section 4.1 shall survive the sale of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties Purchaser hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has is and will remain in compliance with the power and authority to own its assets and to transact the business laws of each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure extent necessary to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of fulfill its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans.hereunder; (ii) The the Seller has the power and authority to makehold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform this Agreement perform, and to consummate enter into and consummate, all of the transactions contemplated hereunder and by this Agreement. The Seller has taken all necessary action to authorize duly authorized the execution, delivery and performance of this Agreement which is part of its official records. When Agreement, has duly executed and delivered, delivered this Agreement will constitute and this Agreement, assuming due authorization, execution and delivery by the Seller’s other parties hereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium insolvency or reorganization or other similar laws affecting the enforcement of creditors’ rights generally and in relation to the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities.generally; (iii) The Seller holds all necessary licenses, certificates the execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not conflict with violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or constitute other instrument to which the Seller is a default under, any provision of any existing law party or regulation or any order or decree of any court which may be applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound.assets; (viv) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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, court or any order or regulation of any federal, state, municipal or governmental agency having jurisdictionjurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of any of its obligations and duties hereunder.; (ixv) There are no actions the Seller does not believe, nor does it have any reason or proceedings against cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the SellerSeller has good, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, marketable and indefeasible title to the Seller’s knowledgeMortgage Loans, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation free and clear of any and all liens, pledges, charges or security interests of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer nature encumbering the Mortgage Loans and upon the payment of the purchase price under the Mortgage Loan Purchase Agreement by the Depositor, the Depositor will have good and marketable title to the Depositor Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of its creditors.the Seller; (xiviii) The there are no actions or proceedings against, or investigations known to it of, the Seller acquired title before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans in good faithor the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, without notice or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any adverse claims.court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (xiix) The the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Depositor Mortgage Loan Purchase Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionprovisions.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, 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 Seller’s financial condition (financial or otherwise) or operationsoperations or any of the Seller’s properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-by laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Upon the execution of the applicable Terms Agreement, the Seller hereby represents and warrants to the Trustee on behalf each Underwriter as of the Certificateholders that, date hereof and as of the Closing Date or (unless otherwise specified) as of such date specifically provided hereinfollows: (ia) The Seller has been duly organized and is duly organized, validly existing and as a national banking association, in good standing and has under the laws of the United States. The Seller has, in all material respects, full power and authority to own its assets properties and conduct its business as described in the Disclosure Materials, and to transact execute, deliver and perform the business in which it is currently engaged. The Seller Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on (a) the Seller and its businesssubsidiaries, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreementtaken as a whole, or (cii) would have a material adverse effect on the value or marketability of Seller’s ability to consummate the Mortgage Loanstransactions contemplated by the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Asset Representations Review Agreement, the Transfer Agreement, this Agreement and the applicable Terms Agreement. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivb) The execution, delivery and performance of this Agreement by the Seller of this Agreement, the applicable Terms Agreement, the Asset Representations Review Agreement, the Transfer Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller. Neither the execution and delivery by the Seller of such instruments, nor the performance by the Seller of the transactions herein or therein contemplated, nor the compliance by the Seller with the provisions hereof or thereof, will not (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any provision of the provisions of the Articles of Association or By-laws of the Seller, or (ii) conflict with any of the provisions of any existing law law, governmental rule, regulation, judgment, decree or regulation or any order or decree of any court applicable to binding on the Seller or its properties, or (iii) conflict with any of its properties the provisions of any material indenture, mortgage, agreement, contract or any provision of its articles of incorporation, charter other instrument to which the Seller is a party or by-lawsby which it is bound, or constitute a material breach of, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties the Seller’s property pursuant to the terms of any such indenture, mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundinstrument. (vc) No certificate of an officer, written statement or written report The Seller has duly executed and delivered pursuant to this Agreement and the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleadingapplicable Terms Agreement. (vid) The transactions contemplated by this Agreement are Seller has authorized the conveyance of the Receivables and the conveyance of an interest in the ordinary course of the Seller’s businessinterest in any related Funds Collateral to the Company under the Receivables Purchase Agreement. (viie) The Seller is not insolventComplete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, nor will 2015 and the Seller be made insolvent quarter ended March 31, 2016, as submitted to the Governors of the Federal Reserve System by the transfer of Bank, are publicly available through ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/public/ManageFacsimiles.aspx. Except as set forth in or contemplated in the Mortgage Loans to Preliminary Prospectus, there has been no material adverse change in the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operationsof the Bank since December 31, or materially and adversely affect the performance of any of its duties hereunder2015. (ixf) There are no actions or proceedings against Each of the Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Transfer Agreement and the Asset Representations Review Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or pending orother similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of national banking associations, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to its knowledgethe Seller or in the event of any moratorium or similar occurrence affecting the Seller and to general principles of equity. All approvals, threatenedauthorizations, before consents, orders or other actions of any court, administrative governmental agency or other tribunal; nor, body or official required in connection with the transfer of the Receivables pursuant to the Seller’s knowledgeReceivables Purchase Agreement, are there any investigations have been or will be taken or obtained on or before the Closing Date. (g) (i) thatThe Master Trust is not now, if determined adverselyand following the issuance of the Collateral Certificate, would prohibit will not be, required to be registered under the Seller from entering into this AgreementInvestment Company Act of 1940, as amended (the “1940 Act”). (ii) seeking The Master Trust is not now, and immediately following the issuance of the Notes pursuant to prevent the consummation Indenture will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956 (hereinafter referred to as the “▇▇▇▇▇▇▇ Rule”). In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the ▇▇▇▇▇▇▇ Rule may be available, the Seller has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act. (h) The representations and warranties of the Seller in the Pooling and Servicing Agreement and the Receivables Purchase Agreement are true and correct in all material respects. (i) The Seller has provided a written representation to each of the Hired NRSROs (as defined below), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Seller has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes. (j) The Seller has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust or the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreementother Program Agreements. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, 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 Seller’s financial 's condition (financial or otherwise) or operationsoperations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a bank under the laws of the State of Nevada and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the related Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Servicer. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust Fund and the Trustee on behalf of the Certificateholders and the Certificate Insurer that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or date hereof, as of such date specifically provided hereinfollows: (ia) The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the state of Delaware and has the power power, authority and authority capacity to own execute and deliver this Agreement, to perform its assets obligations hereunder and to transact consummate the business in which it is currently engaged. transactions contemplated hereby. (b) The execution and delivery of this Agreement by the Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character consummation by the Seller of the business transacted by it transactions contemplated hereby (i) do not require Seller to obtain any consent, approval, authorization, order, registration or properties owned qualification of or leased by it requires such qualification (except for filings pursuant to Regulation 13D or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) make any filing with any Governmental Authority (as defined below); and in which the failure to so qualify (ii) except as would not have a material adverse effect on (a) its business, properties, assets the ability of the Seller to consummate the transactions contemplated by this Agreement on the terms set forth herein or condition (financial or other), (b) on the performance ability of the Seller to perform its obligations under this Agreement, do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body (each, a “Governmental Authority) applicable to the Seller or (B) the terms of any agreements binding upon the Seller. (c) This Agreement has been duly executed and delivered by the value or marketability Seller and constitutes a legal, valid and binding obligation of the Mortgage Loans. (ii) Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity. The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiestransactions contemplated hereby. (iiid) The Seller holds all necessary licenses, certificates is the sole owner of the Purchased Shares. No person or entity has any beneficial ownership of the Purchased Shares other than BCC by virtue of being the general partner of the Seller and permits from all governmental authorities necessary for conducting its business as it is currently conducted▇▇. It is not required to obtain ▇▇▇▇▇▇▇ by virtue of being the consent chairman and chief executive officer of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior BCC. The Seller has good and valid title to the Closing Date. (iv) The executionPurchased Shares, delivery free and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition clear of any lien, charge encumbrance, pledge, charge, security interest, mortgage, title retention agreement, assessment, option, proxy, agreement to vote, equitable or encumbrance upon other adverse claim (collectively, “Liens”) other than Liens existing under applicable securities laws (collectively, “Permitted Liens”), and the Seller has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Purchased Shares or its ownership rights in such Purchased Shares or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Purchased Shares. There are no contracts, commitments, agreements, understandings or arrangements of any kind (contingent or otherwise) relating to, or granting rights in connection with, the issuance, sale, transfer or ownership of any of its properties the Purchased Shares, other than as contemplated by this Agreement. The delivery of the Purchased Shares to the Purchaser pursuant to any mortgagethis Agreement will transfer and convey good, indenturevalid and marketable title thereto to the Purchaser, contract or free and clear of all Liens other agreement to which it is a party or by which it may be boundthan Permitted Liens. (ve) No certificate of an officer, written statement or written report delivered pursuant to Without limiting the terms hereof representations and warranties of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificatePurchaser in Article III, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not has such knowledge and experience in violation of, financial and the execution business matters and delivery in making investment decisions of this Agreement by type that it is capable of evaluating the Seller merits and risks of making 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of investment decision regarding the transactions contemplated by this Agreement or (iii) thatand of making an informed investment decision. In entering into this Agreement, if determined adverselythe Seller has consulted with its own advisors and has relied solely upon its own investigation and analysis, would prohibit or materially and adversely affect without relying upon the Seller’s ability Purchaser except to perform any of its respective obligations under, or the validity or enforceability of, extent specified in this Agreement. (xf) The Seller, BCC, ▇▇. ▇▇▇▇▇▇▇ and their representatives have been provided with access to substantial information, including non-public information, relevant to the Purchaser and the Purchased Shares, and the Seller has reviewed such information as it considers necessary to evaluate the decision to sell the Purchased Shares pursuant to this Agreement (collectively, the “Provided Information”). Notwithstanding the access provided to the Seller, BCC, ▇▇. ▇▇▇▇▇▇▇ and their representatives, the Seller acknowledges that the Purchaser may be in possession of material non-public information about the Purchaser not known to the Seller, BCC or ▇▇. ▇▇▇▇▇▇▇ (“Excluded Information”). The Seller hereby waives any and all claims and causes of action now or hereafter arising against the Purchaser, its Affiliates or any of their directors, officers, employees, agents or representatives based upon or relating to any alleged non-disclosure of Excluded Information or the disclosure of the Provided Information and further covenants not to assert any claims against or to ▇▇▇ the Purchaser, its Affiliates or any of their directors, officers, employees, agents or representatives for any loss, damage or liability arising from or relating to the transactions contemplated by this Agreement based upon or relating to any alleged non-disclosure of Excluded Information or the disclosure of the Provided Information. (g) The Seller did acknowledges and confirms that it is aware that the Purchaser is not transfer the Mortgage Loans making any representation or warranty to the Depositor Seller, BCC or ▇▇. ▇▇▇▇▇▇▇ whatsoever with any intent respect to hinderthe business, delay condition (financial or defraud otherwise), properties, prospects, creditworthiness, status or affairs of the Purchaser, or with respect to the value of the Purchased Shares. The Seller acknowledges and confirms that it is aware that the closing sale price of the Purchased Shares (the “Stock Price”) has fluctuated since the Seller acquired the Shares and is likely to continue to fluctuate after the date hereof, including possible material increases to the Stock Price. (h) Other than the Purchased Shares, neither the Seller nor any of its creditorsAffiliates beneficially owns any shares of capital stock of the Purchaser. (xii) The Except for the representations and warranties contained in this Agreement, neither the Seller acquired title nor any other person on behalf of the Seller makes any other express or implied representation or warranty with respect to the Mortgage Loans in good faith, without notice of any adverse claimsSeller. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Purchaser as of the Closing Date or as of such date specifically provided hereinfollows: (a) The execution, delivery and performance by the Seller of this Agreement does not violate any (i) The contractual restriction contained in any agreement which binds or affects or purports to bind or affect the Seller is duly organizedor (ii) laws, validly existing and in good standing and has statutes, ordinances, court orders or regulations governing the power and authority Seller or to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage LoansSeller may be subject. (iib) The Seller has the power and authority to makeaccept, execute, execute and deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize carry out its obligations hereunder; the execution, delivery and performance by the Seller of this Agreement which is and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of its official records. When executed and delivered, the Seller; this Agreement will constitute constitutes the Seller’s legal, valid and legally binding obligations obligation of the Seller enforceable against the Seller in accordance with its terms, except as enforcement of such terms the same may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium reorganization or similar other laws affecting the enforcement of creditors’ ' rights generally now or hereafter in effect and subject to the rights application of creditors of federally insured financial institutions equitable principles and by the availability of equitable remedies, . (2c) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, Except to the extent that such policy considerations limit provided herein, the enforceability of Seller has good and marketable title to the provisions of this Agreement which purport Shares and the Shares are owned by the Seller, validly issued, fully paid and non-assessable, and upon consummation, the Seller will convey to provide indemnification from securities laws liabilitiesthe Purchaser good and marketable title to the Shares. (iiid) The Seller holds all necessary licensesSpotless Plastics shall not sell, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent transfer, pledge, hypothecate or otherwise dispose of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior Shares which remain subject to the Closing Date. (iv) The execution, delivery and performance of this Pledge Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered except pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleadingthereof. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust, the Custodian and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, 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 Seller’s financial 's condition (financial or otherwise) or operationsoperations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants warrants, with respect to the Trustee on behalf of the Certificateholders that, paragraphs (a) through (h) as of the Closing Date or date of this Master Agreement and each Sale Date, and with respect to paragraph (i) as of such date specifically provided hereinthe applicable Sale Date, as follows: (ia) The Seller is a cooperative association duly organized, validly existing and in good standing under the laws governing its creation and has existence and with the requisite power and authority to own conduct its assets and to transact the business in which as it is currently engaged. The being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is duly qualified to do business currently being conducted and is or will be in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character extent necessary to ensure the enforceability of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loanseach Qualified Loan. (iib) The Seller has the requisite power and authority to make, execute, execute and deliver and perform this Master Agreement and the Transaction Documents, to consummate transfer, assign and deliver all of the Qualified Loans identified on each applicable Commitment Letter to the Purchaser and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions contemplated hereunder described in this Master Agreement and has taken all necessary action the Transaction Documents. The persons signing such documents and taking such actions on its behalf have been duly authorized to authorize do so and such documents and actions are valid, legally binding and enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its their respective terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws affecting the enforcement of creditors’ ' rights generally and the rights to general principles of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, Master Agreement or the Transaction Documents except for such consents, licenses, approvals or authorizations, or registrations or declarations declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivd) No action, suit or proceeding is pending or, to the best of the Seller's knowledge, threatened against it that would prohibit it from entering into this Master Agreement or the Transaction Documents or performing its obligations under this Master Agreement and the Transaction Documents or, in the reasonable opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Master Agreement or the Transaction Documents. (e) The execution, delivery and performance of this Agreement by the Seller will is not conflict in default with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or respect to any order or decree of any court applicable to the Seller or any of its properties order, regulation or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 demand of any federal, state, municipal or governmental agency having jurisdictionagency, which violation default would reasonably be expected to have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsoperations of the Seller or its properties or would reasonably be expected to have consequences that would materially adversely affect its performance hereunder or under any Assignment. (f) This Master Agreement and each Assignment constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Qualified Loans, and the other property conveyed pursuant to this Master Agreement and each Assignment. (g) The execution and delivery of this Master Agreement and the Transaction Documents by the Seller and the performance and compliance with the terms of this Master Agreement the Transaction Documents by the Seller does not violate the Articles of Incorporation or Bylaws of the Seller, or materially and adversely affect constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the performance of material breach of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller, or any of its duties hereunderassets. (h) Following payment of the Purchase Price for a Qualified Loan identified on a Commitment Letter: (i) the Seller will have no right, title or interest in, to or under any such Qualified Loans; (ii) the Seller will not retain any rights of ownership or control with respect to any of such Qualified Loans; and (iii) the Seller will not have or purport to have any right to sell, pledge or otherwise dispose of, or control the disposition of, any of such Qualified Loans or their proceeds. (i) With respect to each Qualified Loan being sold to the Purchaser on the related Sale Date: (i) The information set forth in the related Commitment Letter is true and correct in all material respects. (ii) The related Mortgage File contains the documents required by Section 2.03(b). (iii) The Qualified Loan conforms in all respects to the criteria specified in the definition of "Qualified Loan" in this Master Agreement. (iv) The terms of the Loan Agreement, Mortgage Note and the Mortgage have not been amended in any respect by the Seller nor have the terms thereof been waived by the Seller, except in accordance with the Customary Servicing Procedures and by written instrument which is included in the Mortgage File. No Borrower has been released from its obligations under the applicable Loan Agreement, Mortgage Note and Mortgage except in connection with an assumption agreement, which assumption agreement is included in the Mortgage File. (v) The Mortgage Note and the Loan Agreement are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. (vi) The Mortgage obligates the related Borrower to take out and maintain the classes and amounts of insurance coverages which conform to generally accepted utility industry standards for such classes and amounts of coverages of utilities of the size and character of such Borrower and the Borrower is in compliance with such obligations. The Mortgage obligates the Borrower thereunder to maintain all such insurance at the Borrower's cost and expense, and on the Borrower's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Borrower's cost and expense and to seek reimbursement therefor from the Borrower. (vii) As of the date the Qualified Loan was made to the applicable Borrower, any and all material requirements of any federal, state or local law including, without limitation, usury, real estate settlement procedures or disclosure laws applicable to the origination of such Qualified Loan were complied with. (viii) Each Mortgage has not been satisfied, rescinded or canceled, and the related Mortgaged Property has not been released from the lien of the Mortgage, except for partial releases of the Mortgaged Property done in accordance with Customary Servicing Procedures. (ix) There The Mortgage creates a validly recorded, filed and perfected mortgage lien shared pari passu and pro rata by the lenders that are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, parties to the Seller’s knowledgeMortgage on the Borrower's real property included in the Mortgaged Property. The Mortgage is a valid, are there any investigations existing and enforceable (isubject to the effect of laws relating to creditors rights and principles of equity) that, if determined adversely, would prohibit first lien on the Seller from entering into this AgreementMortgaged Property subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (iiB) seeking to prevent the consummation covenants, conditions and restrictions, rights of any way, easements and other matters of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or public record as of the date of recording which do not materially and adversely affect the Seller’s ability value of the Mortgaged Property, (C) other matters to perform any which like properties are commonly subject which do not materially interfere with the benefits of its respective obligations under, the security intended to be provided by the Mortgage or the validity use, enjoyment, value or enforceability of, this Agreementmarketability of the related Mortgaged Property and (D) encumbrances customarily permitted by utility industry mortgages. (x) The Seller did not transfer Each Loan Agreement, the Mortgage Loans to Note and the Depositor related Mortgage are valid and binding obligations of the applicable Borrower, enforceable against such Borrower in accordance with any intent to hindertheir respective terms, delay except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or defraud any other similar laws affecting the enforcement of its creditorsthe rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. (xi) The Seller acquired title proceeds of the Qualified Loan have been fully disbursed to or for the account of the Borrower and there is no obligation for the Mortgagee to advance additional funds thereunder. All costs, fees and expenses incurred in making or closing the Qualified Loan and the recording of the Mortgage have been paid, and the Borrower is not entitled to any refund of any amounts paid to the Mortgagee pursuant to the Mortgage Loans in good faith, without notice of any adverse claimsNote or Mortgage. (xii) The transferNo Event of Default has occurred and is continuing under the Mortgage or the Mortgage Note and no event has occurred which, assignment with the passage of time or with the giving of notice and conveyance the expiration of any grace or cure period, would constitute such an Event of Default. For purposes of this clause (xii), "Event of Default" is defined in each of the Mortgages in a manner consistent with the definition of such phrase customarily utilized in utility industry mortgages. (xiii) There is no proceeding pending or to the Seller's knowledge threatened for the condemnation of all or any material portion of the Mortgaged Property and such Mortgaged Property has not been damaged by waste, fire or other casualty to such an extent as to materially adversely affect the value of the Mortgaged Property. (xiv) To the Seller's knowledge, there is nothing relating to or involving the Qualified Loan, the Mortgage, the Mortgaged Property, the Borrower or the Borrower's credit standing that can reasonably be expected to (a) cause the Qualified Loan to become delinquent, or (b) adversely affect the Qualified Loan's value or marketability. (xv) The Loan Agreement, Mortgage Notes and Mortgage Note permit–and such documents and instrument were not originated under and are not subject to laws which would prohibit or restrict–the sale, transfer or assignment of the Qualified Loan, the Loan Agreement, the Mortgage and the Mortgages Mortgage Note as contemplated by this Master Agreement and the Transaction Documents or the enforcement thereof by the Purchaser or its assignee. (xvi) The Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the Borrower has not filed for protection under applicable bankruptcy laws. (xvii) No fraud or misrepresentation of a material fact was committed or made by the Seller in connection with the Qualified Loan made to the applicable Borrower. (xviii) As of the related Sale Date, the Qualified Loan is not a loan as to which any payment, or part thereof, remains unpaid for more than thirty (30) days after the original due date for such payment. (xix) The Seller has delivered to the Custodian a complete Mortgage File for the Qualified Loan. (xx) Immediately prior to the transfer and assignment contemplated herein, the Seller was the sole owner and holder of the Qualified Loan, the Seller had good and marketable title thereto, and the Seller had full right and authority to transfer and sell the Qualified Loan to the Purchaser free and clear of any encumbrance, lien, pledge or security interest. (xxi) The Qualified Loan is denominated and payable only in United States dollars and the related Borrower is a corporation or other legal entity organized under the laws of the United States or any state thereof or the District of Columbia or a territory of the United States. (xxii) To the Seller's knowledge, the Mortgaged Property is in material compliance with all applicable zoning laws and environmental laws pertaining to environmental hazards, and the related Borrower has not received any notice of any violation or potential violation of such laws. (xxiii) The Qualified Loan is represented by only one executed Mortgage Note. (xxiv) The Mortgage Note is a "promissory note" within the meaning of Article 9 of the New York UCC. (xxv) The loan narrative for a Qualified Loan submitted by the Seller to F▇▇▇▇▇ Mac in advance of the Depositor are not subject related Sale Date was prepared or updated no more than one year prior to the bulk transfer laws Sale Date, and the Seller is not aware of any material adverse change regarding the Borrower or the Qualified Loan that is not reflected in such loan narrative, or as previously communicated to F▇▇▇▇▇ Mac in writing. (j) Upon discovery by any similar statutory provisions party hereto of a breach of any of the representations and warranties set forth in this Section 4.03, such discovering party shall give prompt written notice to the other party and, if such breach is of any representation or warranty set forth in Section 4.01(i) that materially and adversely affects the interests of the Purchaser in the related Qualified Loan, then the Seller shall either (i) cure such breach in all material respects or (ii) repurchase the Defective Loan in question from the Purchaser by remitting the Repurchase Price to an account designated by the Purchaser. (k) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 4.03 shall survive delivery of the respective Mortgage Files to the Custodian and will continue in full force and effect in for the remaining life of the related Qualified Loan, notwithstanding termination of this Master Agreement for any applicable jurisdictionreason.

Representations and Warranties of the Seller. The Seller hereby represents and warrants with respect to itself, to the Trustee on behalf of the Certificateholders and to the Master Servicer that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslimited partnership agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents 7.1 As of the Execution Date and warrants the Closing Date, and immediately prior to the Trustee on behalf Handover of the Certificateholders Target Assets, the Seller makes the following representations and warranties to the Purchaser that, as of subject to the Closing Date or as of such date specifically provided hereindisclosure otherwise made hereunder: (i1) The Seller it is duly organizeda company with limited liability with full civil capacity in accordance with Hong Kong law, validly existing and in good standing and has the with rights, power and authority legal capacity to own its assets enter into this Agreement and to transact perform all the business in which it is currently engaged. The Seller is duly qualified to do business obligations and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations responsibilities under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) . The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery execution and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach ofwith, or constitute a default underviolate: i. the provisions of its internal constitutional documents and other relevant documents, any provision of any existing law or regulation or any order applicable laws, regulations or decree of rules; ii. orders, judgments and decrees issued by any court applicable court, governmental authorities and regulatory authorities prior to the Seller or execution of this Agreement; iii. any necessary procedures required by applicable laws and/or binding agreements and documents, except for those not having a Material Adverse Effect on the Purchaser’s operation of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundTarget Assets. (v2) No certificate it has obtained the necessary licenses, authorizations and approvals for the execution and performance of an officerthis Agreement in accordance with the current laws and regulations, written statement or written report delivered pursuant and will take all practicable measures to obtain such licenses, authorizations and approvals essential for the terms hereof performance of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report Agreement but not misleadingyet obtained. (vi3) The transactions contemplated by this Agreement are all the representations and warranties set forth in the ordinary course of the Seller’s businessAppendix 3. (vii4) The Seller is not insolvent, nor will the Seller be made insolvent by will complete the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not Closing and Handover as soon as possible in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties conditions hereunder. (ix5) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, if certain unforeseeable condition occurs to the Seller’s knowledgeSeller after the Execution Date but prior to the Closing Date, are there which will cause any investigations (i) thataspects of any representations, if determined adverselywarranties and covenants that is material to the financial or operational condition of the Target Assets to become untrue, would prohibit inaccurate or misleading, the Seller from entering into shall give a written notice to the Purchaser within 15 Days after it becomes aware of the above-mentioned changes. (6) prior to the completion of the Handover, except for the internal reorganisation in relation to certain assets, Liabilities and personnel outside the scope of Target Assets to be made by the Seller pursuant to Article 6.4 of this Agreement, or the normal provision of depreciation and amortization, depletion, recovery of accounts receivable, settlement of due liabilities, Transferring Construction in Progress into Fixed Assets and other ordinary disposal situations in the process of production and operation, the Seller undertakes that it will not make decisions to implement the following conducts: making material adjustment to the Target Assets, setting up external guarantees on Target Assets, make material business change in relation to Target Assets or adjust principal business, making material adjustment to accounting principles related to the Target Assets (iiexcept as required by laws and regulations) seeking and other conducts that will cause Material Adverse Change to prevent the consummation of any ordinary operation of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this AgreementTarget Assets. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents 8.1 As of the Execution Date and warrants the Closing Date, and immediately prior to the Trustee on behalf Handover of the Certificateholders Target Assets, the Seller makes the following representations and warranties to the Purchaser that, as of subject to the Closing Date or as of such date specifically provided hereindisclosure otherwise made hereunder: (i1) The Seller it is duly organizeda company limited by shares with full civil capacity in accordance with PRC law, validly existing and in good standing and has the with right, power and authority legal capacity to own its assets enter into this Agreement and to transact perform all the business in which it is currently engaged. The Seller is duly qualified to do business obligations and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations responsibilities under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) . The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery execution and performance of this Agreement by the Seller will not conflict with or result in a breach ofwith, or constitute a default underviolate: i. the provisions of its internal constitutional documents and other relevant documents, any provision of any existing law or regulation or any order applicable laws, regulations or decree of rules; ii. orders, judgment and decrees issued by any court applicable court, government authorities and regulatory authorities prior to the Seller or execution of this Agreement; iii. any necessary procedures required by applicable laws and/or binding agreements and documents prior to the Closing Date, except those not having a Material Adverse Effect on the Purchaser’s operation of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundTarget Assets. (v2) No certificate it has obtained the necessary license, authorizations and approvals for the execution and performance of an officerthis Agreement in accordance with the current laws and regulations, written statement or written report delivered pursuant and will take all practicable measures to obtain such licenses, authorizations and approvals essential for the terms hereof performance of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report Agreement but not misleadingyet obtained. (vi3) The transactions contemplated by this Agreement are all the representations and warranties set forth in the ordinary course of the Seller’s businessAppendix 5. (vii4) The Seller is not insolvent, nor will the Seller be made insolvent by will complete the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not Closing and Handover as soon as possible in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties conditions hereunder. (ix5) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, if certain unforeseeable condition occurs to the Seller’s knowledgeSeller after the Execution Date but prior to the Closing Date, are there which will cause any investigations (i) thataspect of any representations, if determined adverselywarranties and covenants that is material to the financial or operational condition of the Target Assets to become untrue, would prohibit inaccurate or misleading, the Seller from entering into this Agreement, (ii) seeking shall give a written notice to prevent the consummation of any Purchaser within 15 Days after it becomes aware of the transactions contemplated above-mentioned changes. (6) prior to the completion of the Handover, except for the internal reorganization to be made by the Seller pursuant to Article 6.4 of this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect within the Seller’s ability to perform any scope of its respective obligations underTarget Assets, or the validity or enforceability ofnormal provision of depreciation and amortization, this Agreement. (x) The depletion, abandonment, recovery of accounts receivable, settlement of due liabilities, Transferring Construction in Progress into Fixed Assets and other ordinary disposal situations in the process of production and operation, the Seller did undertakes that it will not transfer make decisions to implement the Mortgage Loans following conducts: making material adjustment to the Depositor with any intent Target Assets, setting up external guarantees on Target Assets, making material business change in relation to hinderTarget Assets or adjusting principal business, delay or defraud any of its creditors. (xi) The Seller acquired title making material adjustment to accounting principles related to the Mortgage Loans in good faith, without notice of any adverse claims. Target Assets (xiiexcept as required by laws and regulations) The transfer, assignment and conveyance other conducts that will cause Material Adverse Change to the ordinary operation of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionTarget Assets.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders Purchaser that, as of the Closing Date or as of such date specifically provided herein: (ia) The Seller is duly organized, validly existing and in good standing and has the all requisite corporate power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver enter into and perform this Agreement and to consummate all of the transactions contemplated hereunder hereby. The Seller has duly and has taken all necessary action to authorize the executionvalidly authorized, delivery and performance of this Agreement which is part of its official records. When executed and delivered, delivered this Agreement. (b) This Agreement will constitute the Seller’s legal, constitutes a valid and binding obligations agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms enforceability may be limited by (1i) applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, moratorium fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any No consent, licenseapproval, approval qualification, order or authorization fromof, or registration or declaration filing with, any local, state or federal governmental authority, bureau or agency in connection with authority is required for the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement consummation by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) thathereby, if determined adverselyother than the permission of the Bermuda Monetary Authority for the sale of the Bermuda Securities to the Purchaser as detailed herein, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreementwhich permission has been obtained. (xd) The Seller did not transfer the Mortgage Loans has good and marketable title to the Depositor with Securities that it is transferring hereunder, free and clear of any intent liens, claims, encumbrances, charges or restrictions of any kind (collectively, “Liens”). Upon consummation of the transactions contemplated hereby, the Purchaser will have acquired good and marketable title in and to hinderthe Securities, delay or defraud free and clear of any of its creditorsLiens. (xie) The If and when the Seller acquired title to the Mortgage Loans in good faithsells, without notice of any adverse claims. (xii) The transfer, assignment and conveyance transfers or otherwise disposes of the Mortgage Notes and 12,015 shares of Series B Convertible Exchangeable Preferred Stock of the Mortgages Purchaser which are owned by the Seller Seller, a condition to such sale, transfer or disposition shall be that the Depositor are not subject to acquiror of such shares will immediately convert such shares into shares of Common Stock of the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionPurchaser.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Purchaser that as of the Closing Date or as of such date specifically provided hereinDate: (ia) The Seller is a federal savings bank duly organized, validly existing and in good standing under the laws of the United States of America and has the full power and authority (i) to own conduct its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted as presently conducted by it or properties owned or leased by it requires such qualification and in which the failure (ii) to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of execute and deliver this Agreement and perform its obligations under this Agreement, or (c) . The Seller is and will remain in compliance with the value or marketability laws of each state in which any Mortgaged Property is located to the Mortgage Loansextent necessary to perform its obligations in respect of this Agreement. (iib) The execution and delivery of this Agreement, the performance by the Seller has of its obligations hereunder and the power and authority to make, execute, deliver and perform this Agreement and to consummate all consummation of the transactions contemplated hereunder and has taken hereby have been duly authorized by all necessary action to authorize on the execution, delivery and performance of this Agreement which is part of its official recordsthe Seller. When This Agreement has been duly executed and delivered, this Agreement will constitute delivered by the Seller’s Seller and constitutes a legal, valid and binding obligations obligation of the Seller, enforceable in accordance with its terms, except as enforcement of such respective terms may be limited by subject to (1) bankruptcy, insolvency, reorganization, receivership, moratorium reorganization or similar laws affecting the enforcement of creditors’ ' rights generally and the rights to general principles of creditors of federally insured financial institutions equity and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivc) The execution, delivery and performance of this Agreement by the Seller Seller, and the consummation of the transactions contemplated hereby, will not (i) violate or conflict with any provision of the charter or bylaws of the Seller or any law, rule, regulation, order, judgment, award, administrative interpretation, injunction, writ, decree or the like affecting the Seller or by which the Seller is bound or (ii) result in a breach of, of or constitute a default under, under any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract indenture or other material agreement to which it the Seller is a party or by which it may be the Seller is bound, which in the case of either clause (i) or (ii) will have a material adverse effect on the Seller's ability to perform its obligations under this Agreement. (vd) No certificate of an officerauthorization, written statement consent, approval, license, exemption or written report delivered pursuant other action by or notice to or registration or filing with any governmental authority or administrative or regulatory body is required for either the terms hereof of the Seller contains any untrue statement of a material fact execution, delivery or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery performance of this Agreement by the Seller and its performance and compliance with or the terms consummation of this Agreement will not constitute a violation with respect tothe transactions contemplated hereby, any order except such as shall have been made or decree of any court, obtained on or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect prior to the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderClosing Date. (ixe) There are no actions or proceedings against the Seller, or pending or, to its the best of the Seller's knowledge, threatenedthreatened actions, proceedings or investigations against the Seller before any court, administrative agency governmental arbitrator or other tribunal; nor, to the Seller’s knowledge, are there any investigations instrumentality which (i) that, if determined adversely, would prohibit adversely to the Seller from entering into this Agreementmay reasonably be expected, (ii) seeking individually or in the aggregate, to prevent have a material affect on the consummation of any of the transactions contemplated by Seller's ability to perform its obligations under this Agreement or (iiiii) that, if determined adversely, would prohibit or materially and adversely to affect the Seller’s ability to perform any of its respective obligations underlegality, or the validity or enforceability of, of this Agreement. (xf) The Seller did not transfer is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Depositor Mortgage Loans is not undertaken with any the intent to hinder, delay or defraud any of its the Seller's creditors. (xig) The Seller acquired title to the Mortgage Loans is an approved seller/servicer of residential mortgage loans for FHLMC in good faithstanding and is a mortgagee approved by the Federal Housing Administration pursuant to Section 203 of the National Housing Act. No event has occurred, without notice of any adverse claimsincluding but not limited to a change in insurance coverage, which would make the Seller unable to comply with FHLMC or HUD eligibility requirements or which would require notification to FHLMC or HUD. (xiih) The transferinformation prepared, assignment furnished and conveyance of the Mortgage Notes and the Mortgages delivered by the Seller to the Depositor Purchaser with respect to the Seller's loan loss, foreclosure and delinquency experience on mortgage loans underwritten to the same standards as the Mortgage Loans and covering mortgaged properties similar to the Mortgaged Properties, is true and correct in all material respects and includes adjustments for payments that are timely received but are not subject honored due to insufficient funds or for any other reason. (i) The transfer of the Mortgage Loans to the bulk transfer laws Purchaser at the Closing Date will be treated by the Seller for financial accounting and reporting purposes as a sale of assets. (j) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished by the Seller, or by third parties based on information provided by the Seller, pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any similar statutory provisions untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading. No certificate of an officer, statement or other information furnished in effect writing or report prepared, furnished and delivered by the Seller to the Purchaser, any affiliate of the Purchaser or the Trustee for use in connection with the purchase of the Mortgage Loans and the transactions contemplated hereunder and under the Pooling and Servicing Agreement will contain any untrue statement of a material fact, or omit a material fact necessary to make the information, certificate, statement or report not misleading in any applicable jurisdictionmaterial respect. (k) The Mortgage Loans were selected from among the outstanding mortgage loans in the Seller's portfolio as of the Closing Date underwritten to the same standards as the Mortgage Loans and covering mortgaged properties similar to the Mortgaged Properties and as to which the representations and warranties set forth in this Agreement and the Pooling and Servicing Agreement could be made and such selection was not made in a manner so as to adversely affect the interests of the Purchaser. (l) The Seller has not dealt with any broker or agent or other Person who might be entitled to a fee, commission or compensation in connection with the transaction contemplated by this Agreement other than the Purchaser and its affiliates. The representations and warranties set forth in this Section 5 survive the Closing Date.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to Buyer that to the Trustee on behalf best of Seller's knowledge the statements contained in this Section 3 are correct and complete as of the Certificateholders that, date of this Agreement and will be correct and complete as of the Closing Date; provided, however, that the warranties and representations set forth herein shall not survive the Closing Date or as and Seller shall have no liability to Buyer under the agreements, representations and warranties of such date specifically provided herein:Seller hereunder after the Closing Date. (i) The 3.1 Seller is duly organized, validly existing and in good standing and has under the power and authority to own its assets and to transact laws of the business in which it is currently engagedCayman Islands. The Seller SELLER is duly qualified authorized to do conduct business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires where such qualification and in which is required, except where the failure to so qualify lack of such qualification would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. 3.2 Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder including without limitation, the obligation to sell and deliver its beneficial interest in the MTI Stock to Buyer. This Agreement constitutes the valid and legally binding obligation of Seller and is enforceable in accordance with its terms and conditions, subject as to enforcement to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. 3.3 Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) its businessviolate any constitution, propertiesstatute, assets regulation, rule, injunction, judgment, order, decree, ruling, charge, license or condition (financial other restriction of any government, governmental agency, or other)court to which Seller is subject, or (b) conflict with any provision of the performance charter or bylaws of its obligations under this AgreementSeller, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, under any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it Seller is a party or by which it may be boundparty. (v) No certificate of an officer, written statement or written report delivered pursuant to 3.4 Seller owns the terms hereof beneficial ownership all of the Seller contains MTI Stock. Such beneficial ownership is free and clear of any untrue statement of a material fact or omits to state any material fact necessary to make the certificaterestrictions on transfer, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not insolventa party, nor will the Seller be made insolvent by the transfer of the Mortgage Loans either directly or indirectly, to the Depositorany option, nor is the Seller aware warrant, purchase right, or other contract or commitment that could require it to sell, transfer, or otherwise dispose of any pending insolvency capital stock of the Seller. MTI (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into than this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement). (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust, the Certificate Administrator and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, 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 Seller’s financial 's condition (financial or otherwise) or operationsoperations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders and the Certificate Insurer that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-by laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants warrants, with respect to the Trustee on behalf of the Certificateholders that, paragraphs (a) through (h) as of the Closing Date or date of this Master Agreement and each Sale Date, and with respect to paragraph (i) as of such date specifically provided hereinthe applicable Sale Date, as follows: (ia) The Seller is a cooperative association duly organized, validly existing and in good standing under the laws governing its creation and has existence and with the requisite power and authority to own conduct its assets and to transact the business in which as it is currently engaged. The being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is duly qualified to do business currently being conducted and is or will be in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character extent necessary to ensure the enforceability of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loanseach Qualified Loan. (iib) The Seller has the requisite power and authority to make, execute, execute and deliver and perform this Master Agreement and the Transaction Documents, to consummate transfer, assign and deliver all of the Qualified Loans identified on each applicable Commitment Letter to the Purchaser and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions contemplated hereunder described in this Master Agreement and has taken all necessary action the Transaction Documents. The persons signing such documents and taking such actions on its behalf have been duly authorized to authorize do so and such documents and actions are valid, legally binding and enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its their respective terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights to general principles of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, Master Agreement or the Transaction Documents except for such consents, licenses, approvals or authorizations, or registrations or declarations declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivd) No action, suit or proceeding is pending or, to the best of the Seller’s knowledge, threatened against it that would prohibit it from entering into this Master Agreement or the Transaction Documents or performing its obligations under this Master Agreement and the Transaction Documents or, in the reasonable opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Master Agreement or the Transaction Documents. (e) The execution, delivery and performance of this Agreement by the Seller will is not conflict in default with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or respect to any order or decree of any court applicable to the Seller or any of its properties order, regulation or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 demand of any federal, state, municipal or governmental agency having jurisdictionagency, which violation default would reasonably be expected to have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsoperations of the Seller or its properties or would reasonably be expected to have consequences that would materially adversely affect its performance hereunder or under any Assignment. (f) This Master Agreement and each Assignment constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Qualified Loans, and the other property conveyed pursuant to this Master Agreement and each Assignment. (g) The execution and delivery of this Master Agreement and the Transaction Documents by the Seller and the performance and compliance with the terms of this Master Agreement the Transaction Documents by the Seller does not violate the Articles of Incorporation or Bylaws of the Seller, or materially and adversely affect constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the performance of material breach of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller, or any of its duties hereunderassets. (h) Following payment of the Purchase Price for a Qualified Loan identified on a Commitment Letter: (i) the Seller will have no right, title or interest in, to or under any such Qualified Loans; (ii) the Seller will not retain any rights of ownership or control with respect to any of such Qualified Loans; and (iii) the Seller will not have or purport to have any right to sell, pledge or otherwise dispose of, or control the disposition of, any of such Qualified Loans or their proceeds. (i) With respect to each Qualified Loan being sold to the Purchaser on the related Sale Date: (i) The information set forth in the related Commitment Letter is true and correct in all material respects. (ii) The related Mortgage File contains the documents required by Section 2.03(b). (iii) The Qualified Loan conforms in all respects to the criteria specified in the definition of “Qualified Loan” in this Master Agreement. (iv) The terms of the Loan Agreement, Mortgage Note and the Mortgage have not been amended in any respect by the Seller nor have the terms thereof been waived by the Seller, except in accordance with the Customary Servicing Procedures and by written instrument which is included in the Mortgage File. No Borrower has been released from its obligations under the applicable Loan Agreement, Mortgage Note and Mortgage except in connection with an assumption agreement, which assumption agreement is included in the Mortgage File. (v) The Mortgage Note and the Loan Agreement are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. (vi) The Mortgage obligates the related Borrower to take out and maintain the classes and amounts of insurance coverages which conform to generally accepted utility industry standards for such classes and amounts of coverages of utilities of the size and character of such Borrower and the Borrower is in compliance with such obligations. The Mortgage obligates the Borrower thereunder to maintain all such insurance at the Borrower’s cost and expense, and on the Borrower’s failure to do so, authorizes the holder of the Mortgage (or, in the case of an Indenture Borrower, the trustee thereunder) to advance or to procure from others all sums required to maintain such insurance at Borrower’s cost and expense and to seek reimbursement therefor from the Borrower. (vii) As of the date the Qualified Loan was made to the applicable Borrower, any and all material requirements of any federal, state or local law including, without limitation, usury, real estate settlement procedures or disclosure laws applicable to the origination of such Qualified Loan were complied with. (viii) Each Mortgage has not been satisfied, rescinded or canceled, and the related Mortgaged Property has not been released from the lien of the Mortgage, except for partial releases of the Mortgaged Property done in accordance with Customary Servicing Procedures. (ix) There The Mortgage creates a validly recorded, filed and perfected mortgage lien shared pari passu and pro rata by the lenders that are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, parties to the SellerMortgage on the Borrower’s knowledgereal property included in the Mortgaged Property. The Mortgage is a valid, are there any investigations existing and enforceable (isubject to the effect of laws relating to creditors rights and principles of equity) that, if determined adversely, would prohibit first lien on the Seller from entering into this AgreementMortgaged Property subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (iiB) seeking to prevent the consummation covenants, conditions and restrictions, rights of any way, easements and other matters of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or public record as of the date of recording which do not materially and adversely affect the Seller’s ability value of the Mortgaged Property, (C) other matters to perform any which like properties are commonly subject which do not materially interfere with the benefits of its respective obligations under, the security intended to be provided by the Mortgage or the validity use, enjoyment, value or enforceability of, this Agreementmarketability of the related Mortgaged Property and (D) encumbrances customarily permitted by utility industry mortgages. (x) The Seller did not transfer Each Loan Agreement, the Mortgage Loans to Note and the Depositor related Mortgage are valid and binding obligations of the applicable Borrower, enforceable against such Borrower in accordance with any intent to hindertheir respective terms, delay except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or defraud any other similar laws affecting the enforcement of its creditorsthe rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. (xi) The Seller acquired title proceeds of the Qualified Loan have been fully disbursed to or for the account of the Borrower and there is no obligation for the Mortgagee to advance additional funds thereunder. All costs, fees and expenses incurred in making or closing the Qualified Loan and the recording of the Mortgage have been paid, and the Borrower is not entitled to any refund of any amounts paid to the Mortgagee pursuant to the Mortgage Loans in good faith, without notice of any adverse claimsNote or Mortgage. (xii) The transferNo Event of Default has occurred and is continuing under the Mortgage or the Mortgage Note and no event has occurred which, assignment with the passage of time or with the giving of notice and conveyance the expiration of any grace or cure period, would constitute such an Event of Default. For purposes of this clause (xii), “Event of Default” is defined in each of the Mortgage Notes and Mortgages in a manner consistent with the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions definition of such phrase customarily utilized in effect in any applicable jurisdictionutility industry mortgages.

Representations and Warranties of the Seller. The Seller -------------------------------------------- hereby represents makes the following representations and warrants warranties to the Trustee on behalf of Purchasers and the Certificateholders thatAdministrative Agent, as of the Closing Date or and as of each Incremental Funding Date, and the Purchasers and the Administrative Agent shall be deemed to have relied on such date specifically provided herein:representations and warranties in purchasing the Series 2000-VFC Certificates on the Closing Date and in making (or committing to make) each Incremental Funding on each Incremental Funding Date. (ia) The Seller is duly organized, validly existing repeats and in good standing reaffirms to the Purchasers and has the power Administrative Agent the representations and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character warranties of the business transacted by it or properties owned or leased by it requires Seller set forth in Sections 2.04 and 2.05 of the Pooling and Servicing Agreement and represents and warrants that such qualification representations and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), warranties are true and correct. (b) the performance of its obligations under this Agreement, or (c) the value or marketability Each of the Mortgage Loans. (ii) The Seller Series Documents has been duly authorized, executed and delivered by the power Seller, and authority to make, execute, deliver is the valid and perform this Agreement and to consummate all legally binding obligation of the transactions contemplated hereunder and has taken all necessary action to authorize Seller, enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its terms, except as that the enforcement of such terms thereof may be limited by subject to (1i) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying and the securities laws, to the extent that such policy considerations limit the enforceability discretion of the provisions of this Agreement court before which purport to provide indemnification from securities laws liabilitiesany proceeding therefor may be brought. (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall Series 2000-VFC Certificates have been obtained or filedduly and validly authorized, as the case may beand, prior to the Closing Date. (iv) The execution, delivery when executed and performance of this Agreement by the Seller will not conflict with or result authenticated in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of the Pooling and Servicing Agreement and the Series Supplement, and delivered to and paid for in accordance with this Certificate Purchase Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement will not constitute a violation with respect toand the Series Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and the discretion of the court before which 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderproceeding therefor may be brought. (ixd) There are is no actions or proceedings against the Seller, or pending or, to its the Seller's knowledge, threatenedthreatened action, suit or proceeding by or against the Seller before any court, administrative agency Governmental Authority or other tribunal; nor, to the Seller’s knowledge, are there any investigations arbitrator (i) thatasserting the invalidity of this Certificate Purchase Agreement, if determined adversely, would prohibit any other Series Document or the Seller from entering into this AgreementSeries 2000-VFC, (ii) seeking to prevent the issuance of the Series 2000-VFC or the consummation of any of the transactions contemplated by this Certificate Purchase Agreement or any other Series Document, (iii) that, if determined adversely, would prohibit or that might materially and adversely affect the Seller’s ability to perform any performance by Seller of its respective obligations under, or the validity or enforceability of, this Certificate Purchase Agreement, any other Series Document or the Series 2000-VFC or (iv) that if determined adversely as to Seller would have a Material Adverse Effect. (xe) The Seller did (i) is not transfer in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the Mortgage Loans terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Depositor with any intent Seller is a party or by which it may be bound or to hinder, delay or defraud which any of its creditorsproperties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect. (xif) The Seller acquired title Any taxes, fees and other charges of Governmental Authorities applicable to the Mortgage Loans Seller in good faithconnection with the execution, without notice delivery and performance by the Seller of the Series Documents or otherwise applicable to the Seller in connection with the Master Trust have been paid or will be paid by the Seller at or prior to the Closing Date or Incremental Funding Date, as applicable, to the extent then due, except for any adverse claimssuch failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect. (xiig) The transfer, assignment Master Trust has been duly created and conveyance is validly existing under the laws of the Mortgage Notes State of Illinois. The Seller has authorized the Master Trust to issue and sell the Mortgages Series 2000-VFC Certificates. (h) On the date hereof and on each Incremental Funding Date, the Seller is not insolvent or the subject of any voluntary or involuntary bankruptcy proceeding. (i) No proceeds of a purchase hereunder will be used by the Seller (i) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (j) Assuming the accuracy of the representations and warranties of the Purchaser in Article VI of this Certificate Purchase Agreement, the sale of the ---------- Series 2000-VFC Certificates pursuant to the Depositor are terms of this Certificate Purchase Agreement, the Pooling and Servicing Agreement and the Series Supplement will not subject require registration of the Series 2000-VFC Certificates under the Act. (k) Neither the Master Trust nor the Seller is an "investment company" or is controlled by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (l) No written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the bulk transfer laws Purchasers or the Administrative Agent for purposes of or in connection with this Certificate Purchase Agreement, including, without limitation, any reports delivered pursuant to Section 7A.01 and any information relating to the Dealer Notes and NFC's dealer financing business, 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 or any similar statutory provisions fact necessary to make the statements contained therein not misleading, in effect in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any applicable jurisdictionof its Affiliates, agents or representatives to the Purchasers or the Administrative Agent.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents 8.1 As of the Execution Date and warrants the Closing Date, and immediately prior to the Trustee on behalf Handover of the Certificateholders Target Assets, the Seller makes the following representations and warranties to the Purchaser that, as of subject to the Closing Date or as of such date specifically provided hereindisclosure otherwise made hereunder: (i1) The Seller it is duly organizeda limited liability company with full civil capacity in accordance with PRC law, validly existing and in good standing and has the with right, power and authority ability to own its assets enter into this Agreement and to transact perform all the business in which it is currently engaged. The Seller is duly qualified to do business obligations and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations responsibilities under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) . The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery execution and performance of this Agreement by the Seller will not conflict with or result in a breach ofwith, or constitute a default underviolate: i. the provisions of its internal constitutional documents and other relevant documents, any provision of any existing law or regulation or any order applicable laws, regulations or decree of rules; ii. orders, judgment and decrees issued by any court applicable court, government authorities and regulatory authorities prior to the Seller or execution of this Agreement; iii. any necessary procedures required by applicable laws and/or binding agreements and documents prior to the Closing Date, except those not having a Material Adverse Effect on the Purchaser’s operation of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundTarget Assets. (v2) No certificate it has obtained the necessary license, authorizations and approvals for the execution and performance of an officerthis Agreement in accordance with the current laws and regulations, written statement or written report delivered pursuant and will take all practicable measures to obtain such licenses, authorizations and approvals essential for the terms hereof performance of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report Agreement but not misleadingyet obtained. (vi3) The transactions contemplated by this Agreement are all the representations and warranties set forth in the ordinary course of the Seller’s businessAppendix 5. (vii4) The Seller is not insolvent, nor will the Seller be made insolvent by will complete the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not Closing and Handover as soon as possible in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties conditions hereunder. (ix5) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, if certain unforeseeable condition occurs to the Seller’s knowledgeSeller after the Execution Date but prior to the Closing Date, are there which will cause any investigations (i) thataspect of any representations, if determined adverselywarranties and covenants that is material to the financial or operational condition of the Target Assets to become untrue, would prohibit inaccurate or misleading, the Seller from entering into this Agreement, (ii) seeking shall give a written notice to prevent the consummation of any Purchaser within 15 Days after it becomes aware of the transactions contemplated above-mentioned changes. (6) prior to the completion of the Handover, except for the internal reorganization to be made by the Seller pursuant to Article 6.4 of this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect within the Seller’s ability to perform any scope of its respective obligations underTarget Assets, or the validity or enforceability ofnormal provision of depreciation and amortization, this Agreement. (x) The depletion, abandonment, recovery of accounts receivable, settlement of due liabilities, Transferring Construction in Progress into Fixed Assets and other ordinary disposal situations in the process of production and operation, the Seller did undertakes that it will not transfer make decisions to implement the Mortgage Loans following conducts: making material adjustment to the Depositor with any intent Target Assets, setting up external guarantees on Target Assets, making material business change in relation to hinderTarget Assets or adjusting principal business, delay or defraud any of its creditors. (xi) The Seller acquired title making material adjustment to accounting principles related to the Mortgage Loans in good faith, without notice of any adverse claims. Target Assets (xiiexcept as required by laws and regulations) The transfer, assignment and conveyance other conducts that will cause Material Adverse Change to the ordinary operation of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionTarget Assets.

Representations and Warranties of the Seller. The Seller hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent, as of the Closing Date and as of each Incremental Funding Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such representations and warranties in purchasing the Series 2010-VFN Note on the Closing Date, entering into this Agreement and in making (or committing to make) each Incremental Funding on each Incremental Funding Date. (a) The Seller hereby represents and warrants to the Trustee on behalf Purchasers and the Administrative Agent that the representations and warranties of the Certificateholders that, as of Seller set forth in the Series Documents each are true and correct on the Closing Date or Incremental Funding Date, as of such date specifically provided herein:applicable. (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability Each of the Mortgage Loans. (ii) The Seller Series Documents has been duly authorized, executed and delivered by the power Seller, and authority to make, execute, deliver is the valid and perform this Agreement and to consummate all legally binding obligation of the transactions contemplated hereunder and has taken all necessary action to authorize Seller, enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its terms, except as that the enforcement of such terms thereof may be limited by subject to (1i) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying and the securities laws, to the extent that such policy considerations limit the enforceability discretion of the provisions of this Agreement court before which purport to provide indemnification from securities laws liabilitiesany proceeding therefor may be brought. (iiic) The Seller holds all necessary licensesSeries 2010-VFN Note has been duly and validly authorized, certificates and, when executed and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency authenticated in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of the Indenture and the Indenture Supplement, and delivered to and paid for in accordance with this Agreement Agreement, will not constitute a violation with respect tobe duly and validly issued and outstanding and will be entitled to the benefits of the Indenture and the Indenture Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderproceeding therefor may be brought. (ixd) There are is no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there threatened action, suit or proceeding by or against the Seller, the Issuer or the Master Trust before any investigations Governmental Authority or any arbitrator (i) that, if determined adversely, would prohibit asserting the Seller from entering into invalidity of this Agreement, any other Series Document or the Series 2010-VFN Notes, (ii) seeking to prevent the issuance of the Series 2010-VFN Notes or the consummation of any of the transactions contemplated by this Agreement or any other Series Document, (iii) that, if determined adversely, would prohibit or that might materially and adversely affect the performance by the Seller’s ability to perform any , the Issuer or the Master Trust of its respective obligations under, or the validity or enforceability of, this Agreement, any other Series Document or the Series 2010-VFN Notes or (iv) that if determined adversely to the Seller, the Issuer or the Master Trust would have a Material Adverse Effect. (xe) The Seller did (i) is not transfer in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the Mortgage Loans terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Depositor with any intent Seller is a party or by which it may be bound or to hinder, delay or defraud which any of its creditorsproperties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect. (xif) The Seller acquired title Any taxes, fees and other charges of Governmental Authorities applicable to the Mortgage Loans Seller in good faithconnection with the execution, without notice delivery and performance by the Seller of the Series Documents or otherwise applicable to the Seller in connection with the Master Trust or the Issuer have been paid or will be paid by the Seller at or prior to the Closing Date or Incremental Funding Date, as applicable, to the extent then due, except for any adverse claimssuch failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect. (xiig) The transfer, assignment Master Trust has been duly created and conveyance is validly existing under the laws of the Mortgage Notes State of Illinois. The Issuer has been duly created and is validly existing under the Mortgages laws of the State of Delaware. The Seller has authorized the Issuer to issue and sell the Series 2010-VFN Note. (h) On the date hereof and on each Incremental Funding Date, none of the Seller, the Master Trust or the Issuer is insolvent or the subject of any voluntary or involuntary bankruptcy proceeding. (i) No proceeds of a purchase hereunder will be used by the Seller (i) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (j) Assuming the accuracy of the representations and warranties of each of the Purchasers in Article VI of this Agreement, the sale of the Series 2010-VFN Note pursuant to the Depositor are terms of this Agreement, the Indenture and the Indenture Supplement will not subject require registration of the Series 2010-VFN Note under the Securities Act. (k) None of the Seller, the Master Trust or the Issuer is an “investment company” or is controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (l) No written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the bulk transfer laws Purchasers, the Managing Agents or the Administrative Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 7.06 and any information relating to the Dealer Notes and NFC’s dealer financing business, 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 or any similar statutory provisions fact necessary to make the statements contained therein not misleading, in effect in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any applicable jurisdictionof its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent.

Representations and Warranties of the Seller. The and the ---------------------------------------------------- Servicer. -------- Each of the Seller and the Servicer hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or date hereof and as of such each date specifically provided hereinpurchase and reinvestment of or in a Receivable Interest as follows: (ia) The Seller Such party is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business business, and is in good standing standing, in each every jurisdiction in which where the character nature of the its business transacted by requires it or properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure to be so qualify would have qualified does not give rise to the reasonable possibility of a material adverse effect on (a) its business, properties, assets or condition (financial or other), Material Adverse Effect. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement the Program Documents to which it is part a party, (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) its certificate of incorporation, by-laws or other organizational documents, (2) any law, rule or regulation applicable to it, (3) any contractual restriction binding on or affecting or its properties or assets or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its properties or assets, and (iv) do not result in or require the creation of any Adverse Claim with respect to any of its official recordsassets or properties. When This Agreement has been duly executed and delivereddelivered by it. (c) No authorization or approval or other action by, this Agreement will constitute and no notice to or filing with, any governmental authority or regulatory body is required for the Seller’s due execution, delivery and performance by it of the Program Documents to which it is a party, except for the filing UCC financing statement which are referred to herein. (d) Each of the Program Documents to which it is a party constitutes its legal, valid and binding obligations obligation enforceable against it in accordance with its their terms, except as enforcement of such terms enforceability may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and the rights by general principles of creditors of federally insured financial institutions and by the availability of equitable remediesequity, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The opening pro forma balance sheet of the Seller, copies of which have been furnished to the Agent, fairly present the financial condition of the Seller after giving effect to the initial transfer of Receivables under the First-Tier Agreement as the date thereof, all in accordance with GAAP consistently applied, and since such date there has been no material adverse change in the business, operations, property or financial or other condition of the Seller. (3f) public policy considerations underlying The balance sheets of each Originator and its consolidated subsidiaries as at December 31, 1998, and the securities lawsrelated statements of income and retained earnings of the Servicer and its consolidated subsidiaries for the fiscal year then ended, copies of which have been furnished to the Agent, fairly present the financial condition of each such Originator and its consolidated subsidiaries as at such date and the results of the operations of each such Originator and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied, and since December 31, 1998 there has been no material adverse change in the business, operations, property or financial condition of any Originator. (g) Except for the Schedule IV Claim and the claims and proceedings relating to or arising out of the subject matter of the Schedule IV Claim, there are no actions, suits or proceedings current or pending, or to its knowledge threatened before any court, governmental agency or arbitrator of any kind which may give rise to the reasonable possibility of a Material Adverse Effect. (h) No proceeds of any purchase or reinvestment will be used in a manner which contravenes or conflicts with Regulations T, U, or X promulgated by the Board of Governors of the Federal Reserve System. (i) Immediately prior to the sale or contribution of a Receivable to the Seller by an Originator pursuant to the First-Tier Agreement, such Originator is the legal and beneficial owner of such Receivable and the Related Security free and clear of any Adverse Claim. The First-Tier Agreement is effective to, and shall, transfer to the Seller (and the Seller shall acquire) from the Originators all right, title and interest of the Originators in each Receivable and in the Related Security (as defined in the First-Tier Agreement) and Collections with respect thereto on the initial sale date, with respect to Receivables outstanding on such date, and thereafter upon the creation and origination of each Receivable free and clear of any Adverse Claim. Each transfer or contribution of a Receivable and the Related Security (as defined in the First-Tier Agreement) and Collections with respect thereto by an Originator to the Seller pursuant to the First-Tier Agreement constitutes a True Sale. (j) Immediately prior to each transfer or reinvestment hereunder, the Seller is the legal and beneficial owner of each Pool Receivable and Related Security with respect thereto, free and clear of all Adverse Claims. This Agreement is effective to, and shall, upon each transfer and reinvestment hereunder, transfer and assign to the Investors and the Banks a valid and perfected first priority ownership interest to the extent of the Receivable Interest in the Pool Receivables, the Related Security and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Pool Receivables, the Related Security, Collections or Contract with respect thereto is on file in any recording office, except those filed in favor of the Agent pursuant to this Agreement, and the Seller pursuant to the First-Tier Agreement. (k) Each Investor Report (including without limitation, each E-Mail Report), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller, any Originator or the Servicer, to the extent that such policy considerations limit Agent, the enforceability of Investors or the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency Banks in connection with the execution, delivery, performance, validity any Program Documents is or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations will be accurate in all material respects as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties date or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof as of the Seller date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state any a material fact necessary in order to make the certificatestatements contained therein (when considered as a whole), statement or report in the light of the circumstances under which they were made, not misleading. (vil) The transactions contemplated by this Agreement are in the ordinary course principal place of business and chief executive office (for purposes of the Seller’s businessUCC) of the Servicer and the Seller and the office where the Seller and the Servicer keep its records concerning the Pool Receivables are located at the address or addresses referred to in Section 5.01(b). (viim) The names and addresses of all the Deposit Banks, together with the account numbers of the Deposit Accounts or supplemental at such Deposit Banks, are as specified in Schedule I hereto, as such Schedule I may be updated from time to time pursuant to Section 5.01(h). (n) Each purchase of a Receivable Interest and each reinvestment of Collections in Pool Receivables will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (o) Except as set forth on Schedule V hereto, it is not known by and does not use any trade name or doing-business-as name. (p) No transaction contemplated by the Program Documents requires compliance with any bulk sales act or similar law. (q) Each Receivable included in the Net Receivables Pool Balance as an Eligible Receivable on the date of any purchase, reinvestment or computation of Net Receivables Pool Balance is an Eligible Receivable. (r) The Servicer represents that no license or approval is required for the Agent's use of any program used by the Servicer in the servicing of Pool Receivables, other than those which have been obtained and are in full force and effect. (s) The Seller is not, and is not insolventcontrolled by, nor an "investment company" registered or required to be registered under the Investment Company Act of 1940, as amended. (t) FMC has (i) initiated a review and assessment of all areas within its business and operations (including those affected by suppliers and vendors) that could be adversely affected by the Year 2000 Problem; (ii) developed a plan and time line for addressing the Year 2000 Problem on a timely basis, and (iii) implemented such plan in accordance with such timetable. FMC is exercising commercially reasonable efforts to enable the computer hardware and software within the critical business systems of FMC to perform properly date-sensitive functions for all dates before and after January 1, 2000. FMC has no reason to believe that such critical business systems will not function on any given date or that the ability of FMC to perform its obligations under the Program Documents will be impaired. (u) Prior to the occurrence of a Special Event, all Obligors and only Obligors of Pool Receivables and Foreign Receivables have been instructed or, upon the creation of Receivables owed by them, will be instructed to make payments only to FMC Deposit Accounts and Lock-Boxes and such instructions have not been modified or revoked by the Seller be made insolvent by or the transfer Servicer and such instructions that have been given are in full force and effect. (i) The fair value of the Mortgage Loans to the Depositor, nor is property of the Seller aware is greater than the total amount of any pending insolvency liabilities, including contingent liabilities, of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any present fair salable value of the transactions contemplated by this Agreement or assets of the Seller is not less than the amount that will be required to pay all probable liabilities of the Seller on its debts as they become absolute and matured, (iii) thatthe Seller has not, if determined adverselydoes not intend to, would prohibit and does not believe that it will, incur debts or materially and adversely affect liabilities beyond the Seller’s ability 's abilities to perform pay such debts and liabilities as they mature and (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller's property would constitute unreasonably small capital. (w) With respect to each Pool Receivable, the Seller (i) shall have received such Pool Receivable as a contribution to the capital of the Seller by an Originator or (ii) shall have purchased such Pool Receivable from an Originator in exchange for payment (made by the Seller to such Originator in accordance with the provisions of the First-Tier Purchase Agreement) 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 an Originator to the Seller and no such sale is or may be voidable or subject to avoidance under any section of its respective obligations under, or the validity or enforceability of, this AgreementFederal Bankruptcy Code. (x) The Seller was incorporated on October __, 1999 and the Seller did not transfer the Mortgage Loans engage in any business activity prior to the Depositor with any intent to hinder, delay or defraud any of its creditorsdate hereof. The Seller has no subsidiaries. (xiy) The Seller acquired title Except to the Mortgage Loans in good faith, without notice extent that an Originator has delivered to the Agent a direction letter addressed to the warehouseman of any adverse claims. (xii) The transferoff-site facility, assignment such Originator does not maintain books and conveyance of the Mortgage Notes and the Mortgages by the Seller records relating to the Depositor are not subject to the bulk transfer laws Pool Receivables at off-site data processing or any similar statutory provisions in effect in any applicable jurisdictionstorage facilities.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Guarantor, the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, 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 Seller’s financial condition (financial or otherwise) or operationsoperations or any of the Seller’s properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Servicer. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders and the Certificate Insurers that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) Immediately prior to the sale and assignment by the Seller to the Depositor of each Mortgage Loan, the Seller had good title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (xi) As of the Closing Date, the Seller has transferred all right, title and interest in the Mortgage Loans to the Depositor; (xii) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xixiii) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xiixiv) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (i) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (iii) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (iiiii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iiiiv) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-by laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (vvi) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vivii) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (viiviii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viiiix) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ixx) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (xxi) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xixii) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xiixiii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, ▇▇▇▇▇▇ Mac as of the Closing Date or as of such date specifically provided hereinfollows: (ia) The Seller It is a federally chartered instrumentality of the United States duly organized, validly existing and in good standing under the laws governing its creation and has the existence and with corporate power and authority to own conduct its assets and to transact the business in which as it is currently engaged. The being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), currently being conducted. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller It has the requisite power and authority to make, execute, execute and deliver and perform this Agreement and the Loan Sale Supplement, to consummate transfer, assign and deliver all the Qualified Loans to ▇▇▇▇▇▇ Mac and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions described in this Agreement and the Loan Sale Supplement. The persons signing such documents and taking such actions on behalf of the transactions contemplated hereunder Seller have been duly authorized to do so and has taken all necessary action to authorize such documents and actions are valid, legally binding and enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its their respective terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws affecting the enforcement of creditors’ ' rights generally and or the rights of creditors of federally insured financial institutions an institution of the Farm Credit System and by the availability general principles of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) No action, suit or (3) public policy considerations underlying the securities lawsproceeding is pending or, to the extent best of its knowledge, threatened against it that such policy considerations limit would prohibit its entering into this Agreement or performing its obligations under this Agreement and the enforceability Loan Sale Supplement. (d) The Seller hereby represents and warrants to ▇▇▇▇▇▇ Mac that as of each Closing Date (or, if otherwise specified below, as of the date so specified) with respect to the Qualified Loans: The information set forth in the Schedule of Qualified Loans is true and correct. Each Mortgage File contains the documents required by Section 2.2(b) of this Agreement. Each Qualified Loan conforms in all material respects to the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiesthe Securities Guide, including, but not by way of limitation, the following: (A) Each Qualified Loan was originated by an "Originator" as that term is defined in the Securities Guide. (iiiB) The Borrowers under each Qualified Loan are "Eligible Borrowers" as that term is defined in the Securities Guide. (C) Except as otherwise identified in writing by the Seller, none of the Borrowers under any Qualified Loan are "Related Borrowers" as that term is defined in the Securities Guide with respect to any Borrowers under any other Qualified Loan sold by the Seller holds all necessary licensespursuant to this Agreement. (D) Each Qualified Loan is a "Qualified Loan" as that term is defined in the Securities Guide. The Qualified Loan: (A) is principally secured by real property (i.e., certificates and permits from all governmental authorities necessary for conducting its business had a loan-to-value ratio at origination not in excess of 125% and, as it is currently conducted. It of the Cut-Off Date, the Loan-to-Value Ratio is not required in excess of 70%); and (B) is not secured by any collateral having material value other than the Mortgage and any Additional Collateral Documents that evidence rights or interests in the Mortgaged Property. (A) Any security agreement, chattel mortgage or equivalent document that is related to obtain the consent Mortgage has been delivered to ▇▇▇▇▇▇ Mac or its designee and is a valid and subsisting lien on the property described in such document. (B) The related Mortgage is a valid first lien on the fee title to the related Mortgaged Property. The Mortgaged Property is free and clear of all mechanics' liens, materialmen's liens or similar types of liens. There are no rights outstanding that could result in any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency of such liens being imposed on the Mortgaged Property. (C) Appropriate UCC filing statements on fixtures and personal property have been filed and a UCC search has been conducted indicating a security interest in such fixtures and personal property. In connection with the executionorigination of the Qualified Loan, deliverya lender's title insurance policy was issued by a title insurance company acceptable to ▇▇▇▇▇▇ Mac, performanceor, validity if such policy is unavailable, an opinion of counsel was delivered by an attorney or enforceability firm of attorneys rated at least "BV" by ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ (or approved by ▇▇▇▇▇▇ Mac if no such rating is available). The title insurance insures (or the title opinion assures) that a lien of the priority described in clause (v)(B) of this Agreementsubsection secures the Mortgage Note, and that the property is not subject to encumbrances except those taken into account in the appraisal which established the Appraised Value or which are customarily acceptable to lenders in the area and do not materially impair the value of the property. Each of the Mortgage Note and Mortgage (including any amendments or modifications to either such document) and each additional security document that evidences rights or interests in the Mortgaged Property has been properly signed, and is the legal, valid and binding obligation of the Borrower, enforceable by ▇▇▇▇▇▇ Mac and its successors and assigns in accordance with its terms. The Mortgage contains customary and enforceable provisions that permit the holder of the Mortgage to obtain marketable title to the Mortgaged Property upon the Borrower's default under the Mortgage Loan. There is no exemption available to the Borrower that would interfere with the right to sell the Mortgaged Property or to foreclose the Mortgage, except for state statutes or regulations respecting rights of redemption or mediation or rights to cure defaults or require restructuring of loans, moratoria on foreclosures or payments, rights of first refusal or homestead rights; provided that no homestead rights exempt from foreclosure any portion of the Mortgaged Property if the value of the remainder of such consentsproperty would result in a loan-to-value ratio of more than 70% at the Cut-Off Date. The Mortgage contains a provision for the acceleration of the payment of the unpaid principal balance of the Qualified Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder. The Mortgage Note is payable in monthly, licensesquarterly, approvals semi-annual or authorizationsannual installments (as specified in the Schedule of Qualified Loans), so as to result in complete amortization (after a final payment of principal that may be substantially disproportionate to the other scheduled payments of principal) of the Mortgage Loan over the stated or calculated term. The Qualified Loans do not provide for negative amortization of interest. Neither the Mortgage nor the Mortgage Note is usurious and each meets or is exempt from any applicable usury laws or regulations. All relevant material requirements of federal, state and local laws, rules and regulations then applicable to the making, servicing and assigning of the Qualified Loan were complied with, including, without limitation, equal credit opportunity, disclosure and truth-in-lending laws. There are no tax or insurance escrow deposits or escrow payments relating to the Qualified Loan. The Mortgage provides that the holder may make advances under the Mortgage to protect the holder's interest in the Mortgaged Property and to protect the Mortgaged Property from loss. Repayment of such advances (including reasonable costs and attorney's fees) plus interest at a default rate of interest is an obligation of the Borrower, secured by the Mortgage. The Mortgage Note provides either that: (i) any Installment Payment not received by the fifteenth day of the month in which it is due shall accrue interest at a default rate; or (ii) a late charge equal to a percentage of the delinquent Installment Payment must be paid as a penalty if such Installment Payment is not received by the fifteenth day of the month in which it is due. The Qualified Loan is not subject to any right of rescission, set-off, counterclaim or defense. The Mortgage has not been satisfied, canceled or subordinated. There have been no material modifications or amendments to the Mortgage or other principal mortgage documents except as contained in the Mortgage File delivered to ▇▇▇▇▇▇ Mac or its designee. There are no defaults under the Mortgage or Mortgage Note and all taxes, governmental assessments, insurance premiums, water, sewer, and municipal charges relating to the Mortgaged Property that previously became due and owing have been paid. The Qualified Loan has been either not more than: (x) 30 days delinquent in payment of principal or interest during the twelve months preceding the Cut-Off Date or (y) 60 days delinquent in payment of principal or interest during the three years preceding the Cut-Off Date; and The Seller has not advanced funds to, or registrations induced, solicited or declarations as shall have knowingly received any advance of funds (nor will the Seller advance funds, or induce, solicit or knowingly receive any advance of funds) from a party other than the Borrower, directly or indirectly, for the payment of any amount required under the Qualified Loan other than short term loans made in the ordinary course of business. An appraisal to establish the Appraised Value of the related Mortgaged Property has been obtained conducted in accordance with the Appraisal Standards. All of the improvements on the Mortgaged Property that were included for the purpose of determining the Appraised Value are within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property. The structures included in the appraisal establishing the Appraised Value of the Mortgaged Property are free of material damage and are in good repair. All improvements on the Mortgaged Property included in the Appraised Value are insured against loss by a Standard Hazard Insurance Policy that conforms to the requirements of the Securities Guide. Any applicable zoning laws or filedregulations or any inspections, licenses or certificates required with respect to the use and occupancy of the related Mortgaged Property were complied with, duly made or issued, as the case may be, . The Seller or its agent has physically inspected the related Mortgaged Property and observed its main activities within 180 days prior to the Closing Date.Cut-Off Date and has observed that activities on such Mortgaged Property appeared to have been conducted in a manner conforming to sound environmental practices as currently understood and, to the best of Seller's knowledge: (ivA) the Borrower has handled on the property only Hazardous Materials customarily used in the operation of a farm or ranch, including ordinary cleaning fluids, fuel oil, fertilizers and pesticides, and only in accordance with any applicable Environmental Statute; (B) the Borrower has not otherwise produced or disposed of Hazardous Materials on the Mortgaged Property; (C) there has been no discharge of Hazardous Materials into waters on or adjacent to the Mortgaged Property, or onto lands from which such substances might seep, flow or drain into such waters in a manner which violates any Environmental Statute; and (D) there has been no event that could give rise to a claim under any Environmental Statute or under common law, pertaining to Hazardous Materials on or originating from the Mortgaged Property or any other real property owned or occupied by the Borrower or arising out of the conduct of the Borrower, including pursuant to any Environmental Statute. There is no proceeding pending, currently occurring or, to the best of Seller's knowledge threatened, for the total or partial condemnation of the Mortgaged Property. The executionSeller knows of nothing involving the Mortgage, delivery and performance of the Mortgaged Property, the Borrower, or the Borrower's credit standing that can reasonably be expected to: (a) cause private institutional investors to regard the Mortgage as an unacceptable investment (b) cause the Mortgage to become delinquent or (c) adversely affect the Mortgage's value or marketability. The Qualified Loan is not cross-collateralized with any other mortgaged properties not subject to this Agreement by and there are no lenders who own a participation interest in the Seller will not conflict Qualified Loan. To the extent necessary to preserve the value of the Mortgaged Property, a security interest has been properly perfected in any water rights and entitlements associated with or result in the Mortgaged Property and such documentation has been obtained as may be necessary to insure the delivery of water to the Mortgaged Property. The Mortgaged Property is contiguous to a breach ofpublic thoroughfare, or constitute includes such rights-of-way or easements so that a default underpublic thoroughfare provides for reasonable ingress and egress to such property. The proceeds of the Qualified Loan have been fully disbursed, there is no requirement for future advances thereunder and any provision and all requirements as to completion of any existing law on-site or regulation or any order or decree off-site improvements and as to disbursement of any court applicable to escrow funds therefor have been complied with. All costs, fees, transfer taxes, and expenses incurred in making, closing or recording the Qualified Loan have been paid. Upon discovery by either the Seller or any ▇▇▇▇▇▇ Mac (including a designee of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v▇▇▇▇▇▇ Mac) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance breach of any of its duties hereunder. the representations and warranties set forth in this section 4.2 (ix) There are no actions or proceedings against b), the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, Person discovering such breach shall give prompt written notice to the Seller’s knowledgeother party. Within 90 days of its discovery or its receipt of notice of any such breach, are there any investigations the Seller shall either (i) that, if determined adversely, would prohibit the Seller from entering into this Agreementcure such breach in all material respects, (ii) seeking to prevent purchase the consummation of any related loan from ▇▇▇▇▇▇ Mac by the deposit of the transactions contemplated Repurchase Price into an account designated by this Agreement ▇▇▇▇▇▇ Mac, or (iii) that, replace such Qualified Loan with one or more Eligible Substitute Qualified Loans (but only if determined adversely, would prohibit such replacement will not have adverse tax or materially other economic consequences to ▇▇▇▇▇▇ Mac or its assignee) in the manner and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions conditions set forth in effect Section 4.3. It is understood and agreed by the parties hereto that the representations and warranties set forth in any applicable jurisdictionthis subsection 4.2 shall survive delivery of the respective Mortgage Files to ▇▇▇▇▇▇ Mac, and delivery thereof by ▇▇▇▇▇▇ Mac to its designee, and that all representations and warranties are made by Seller for the express benefit of ▇▇▇▇▇▇ Mac and its designee, and that such parties are expressly authorized by Seller to rely on such representations and warranties.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders Certificateholders, the Certificate Insurer and the Guarantor that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the related Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Servicer. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, and the Certificate Insurer that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a federal savings bank and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Master Servicer. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter incorporation or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it 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 Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s its knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents makes the following representations and warrants warranties to the Trustee on behalf of Purchasers, the Certificateholders thatManaging Agents and the Administrative Agent, as of the Closing Date or date hereof and as of each Incremental Funding Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such date specifically provided herein:representations and warranties in purchasing the Series 2000-VFC Certificate on the Closing Date, entering into the Agreement and in making (or committing to make) each Incremental Funding on each Incremental Funding Date. (ia) The Seller is duly organized, validly existing repeats and in good standing reaffirms to the Purchasers and has the power Administrative Agent the representations and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character warranties of the business transacted by it or properties owned or leased by it requires Seller set forth in Sections 2.04 and 2.05 of the Pooling and Servicing Agreement and represents and warrants that such qualification representations and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), warranties are true and correct. (b) the performance of its obligations under this Agreement, or (c) the value or marketability Each of the Mortgage Loans. (ii) The Seller Series Documents has been duly authorized, executed and delivered by the power Seller, and authority to make, execute, deliver is the valid and perform this Agreement and to consummate all legally binding obligation of the transactions contemplated hereunder and has taken all necessary action to authorize Seller, enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its terms, except as that the enforcement of such terms thereof may be limited by subject to (1i) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying and the securities laws, to the extent that such policy considerations limit the enforceability discretion of the provisions of this Agreement court before which purport to provide indemnification from securities laws liabilitiesany proceeding therefor may be brought. (iiic) The Seller holds all necessary licensesSeries 2000-VFC Certificate has been duly and validly authorized, certificates and, when executed and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency authenticated in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of the Pooling and Servicing Agreement and the Series Supplement, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement will not constitute a violation with respect toand the Series Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderproceeding therefor may be brought. (ixd) There are is no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there threatened action, suit or proceeding by or against the Seller before any investigations Governmental Authority or any arbitrator (i) that, if determined adversely, would prohibit asserting the Seller from entering into invalidity of this Agreement, any other Series Document or the Series 2000-VFC, (ii) seeking to prevent the issuance of the Series 2000-VFC or the consummation of any of the transactions contemplated by this Agreement or any other Series Document, (iii) that, if determined adversely, would prohibit or that might materially and adversely affect the Seller’s ability to perform any performance by Seller of its respective obligations under, or the validity or enforceability of, this Agreement, any other Series Document or the Series 2000-VFC or (iv) that if determined adversely as to Seller would have a Material Adverse Effect. (xe) The Seller did (i) is not transfer in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the Mortgage Loans terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Depositor with any intent Seller is a party or by which it may be bound or to hinder, delay or defraud which any of its creditorsproperties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect. (xif) The Seller acquired title Any taxes, fees and other charges of Governmental Authorities applicable to the Mortgage Loans Seller in good faithconnection with the execution, without notice delivery and performance by the Seller of the Series Documents or otherwise applicable to the Seller in connection with the Master Trust have been paid or will be paid by the Seller prior to the date hereof or Incremental Funding Date, as applicable, to the extent then due, except for any adverse claimssuch failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect. (xiig) The transfer, assignment Master Trust has been duly created and conveyance is validly existing under the laws of the Mortgage Notes State of Illinois. The Seller has authorized the Master Trust to issue and sell the Mortgages Series 2000-VFC Certificate. (h) On the date hereof and on each Incremental Funding Date, the Seller is not insolvent or the subject of any voluntary or involuntary bankruptcy proceeding. (i) No proceeds of a purchase hereunder will be used by the Seller (i) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (j) Assuming the accuracy of the representations and warranties of the Purchaser in Article VI of this Agreement, the sale of the Series 2000-VFC Certificate pursuant to the Depositor are terms of this Agreement, the Pooling and Servicing Agreement and the Series Supplement will not subject require registration of the Series 2000-VFC Certificate under the Act. (k) Neither the Master Trust nor the Seller is an “investment company” or is controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (l) No written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the bulk transfer laws Purchasers, the Managing Agents or the Administrative Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 7A.01 and any information relating to the Dealer Notes and NFC’s dealer financing business, 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 or any similar statutory provisions fact necessary to make the statements contained therein not misleading, in effect in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any applicable jurisdictionof its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent. (m) On the date hereof and on each Incremental Funding Date, the Subordinated Percentage shall equal or exceed 15.5%.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date.. Back to Contents (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslimited partnership agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants warrants, with respect to the Trustee on behalf of the Certificateholders that, paragraphs (a) through (h) as of the Closing Date or date of this Master Agreement and each Sale Date, and with respect to paragraph (i) as of such date specifically provided hereinthe applicable Sale Date, as follows: (ia) The Seller is a cooperative association duly organized, validly existing and in good standing under the laws governing its creation and has existence and with the requisite power and authority to own conduct its assets and to transact the business in which as it is currently engaged. The being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is duly qualified to do business currently being conducted and is or will be in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character extent necessary to ensure the enforceability of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loanseach Qualified Loan. (iib) The Seller has the requisite power and authority to make, execute, execute and deliver and perform this Master Agreement and the Transaction Documents, to consummate transfer, assign and deliver all of the Qualified Loans identified on each applicable Commitment Letter to the Purchaser and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions contemplated hereunder described in this Master Agreement and has taken all necessary action the Transaction Documents. The persons signing such documents and taking such actions on its behalf have been duly authorized to authorize do so and such documents and actions are valid, legally binding and enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its their respective terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights to general principles of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, Master Agreement or the Transaction Documents except for such consents, licenses, approvals or authorizations, or registrations or declarations declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivd) No action, suit or proceeding is pending or, to the best of the Seller’s knowledge, threatened against it that would prohibit it from entering into this Master Agreement or the Transaction Documents or performing its obligations under this Master Agreement and the Transaction Documents or, in the reasonable opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Master Agreement or the Transaction Documents. (e) The execution, delivery and performance of this Agreement by the Seller will is not conflict in default with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or respect to any order or decree of any court applicable to the Seller or any of its properties order, regulation or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 demand of any federal, state, municipal or governmental agency having jurisdictionagency, which violation default would reasonably be expected to have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsoperations of the Seller or its properties or would reasonably be expected to have consequences that would materially adversely affect its performance hereunder or under any Assignment. (f) This Master Agreement and each Assignment constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Qualified Loans, and the other property conveyed pursuant to this Master Agreement and each Assignment. (g) The execution and delivery of this Master Agreement and the Transaction Documents by the Seller and the performance and compliance with the terms of this Master Agreement the Transaction Documents by the Seller does not violate the Articles of Incorporation or Bylaws of the Seller, or materially and adversely affect constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the performance of material breach of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller, or any of its duties hereunderassets. (h) Following payment of the Purchase Price for a Qualified Loan identified on a Commitment Letter: (i) the Seller will have no right, title or interest in, to or under any such Qualified Loans; (ii) the Seller will not retain any rights of ownership or control with respect to any of such Qualified Loans; and (iii) the Seller will not have or purport to have any right to sell, pledge or otherwise dispose of, or control the disposition of, any of such Qualified Loans or their proceeds. (i) With respect to each Qualified Loan being sold to the Purchaser on the related Sale Date: (i) The information set forth in the related Commitment Letter is true and correct in all material respects. (ii) The related Mortgage File contains the documents required by Section 2.03(b). (iii) The Qualified Loan conforms in all respects to the criteria specified in the definition of “Qualified Loan” in this Master Agreement. (iv) The terms of the Loan Agreement, Mortgage Note and the Mortgage have not been amended in any respect by the Seller nor have the terms thereof been waived by the Seller, except in accordance with the Customary Servicing Procedures and by written instrument which is included in the Mortgage File. No Borrower has been released from its obligations under the applicable Loan Agreement, Mortgage Note and Mortgage except in connection with an assumption agreement, which assumption agreement is included in the Mortgage File. (v) The Mortgage Note and the Loan Agreement are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. (vi) The Mortgage obligates the related Borrower to take out and maintain the classes and amounts of insurance coverages which conform to generally accepted utility industry standards for such classes and amounts of coverages of utilities of the size and character of such Borrower and the Borrower is in compliance with such obligations. The Mortgage obligates the Borrower thereunder to maintain all such insurance at the Borrower’s cost and expense, and on the Borrower’s failure to do so, authorizes the holder of the Mortgage (or, in the case of an Indenture Borrower, the trustee thereunder) to advance or to procure from others all sums required to maintain such insurance at Borrower’s cost and expense and to seek reimbursement therefor from the Borrower. (vii) As of the date the Qualified Loan was made to the applicable Borrower, any and all material requirements of any federal, state or local law including, without limitation, usury, real estate settlement procedures or disclosure laws applicable to the origination of such Qualified Loan were complied with. (viii) Each Mortgage has not been satisfied, rescinded or canceled, and the related Mortgaged Property has not been released from the lien of the Mortgage, except for partial releases of the Mortgaged Property done in accordance with Customary Servicing Procedures. (ix) There The Mortgage creates a validly recorded, filed and perfected mortgage lien shared pari passu and pro rata by the lenders that are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, parties to the SellerMortgage on the Borrower’s knowledgereal property included in the Mortgaged Property. The Mortgage is a valid, are there any investigations existing and enforceable (isubject to the effect of laws relating to creditors rights and principles of equity) that, if determined adversely, would prohibit first lien on the Seller from entering into this AgreementMortgaged Property subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (iiB) seeking to prevent the consummation covenants, conditions and restrictions, rights of any way, easements and other matters of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or public record as of the date of recording which do not materially and adversely affect the Seller’s ability value of the Mortgaged Property, (C) other matters to perform any which like properties are commonly subject which do not materially interfere with the benefits of its respective obligations under, the security intended to be provided by the Mortgage or the validity use, enjoyment, value or enforceability of, this Agreementmarketability of the related Mortgaged Property and (D) encumbrances customarily permitted by utility industry mortgages. (x) The Seller did not transfer Each Loan Agreement, the Mortgage Loans to Note and the Depositor related Mortgage are valid and binding obligations of the applicable Borrower, enforceable against such Borrower in accordance with any intent to hindertheir respective terms, delay except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or defraud any other similar laws affecting the enforcement of its creditorsthe rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. (xi) The Seller acquired title proceeds of the Qualified Loan have been fully disbursed to or for the account of the Borrower and there is no obligation for the Mortgagee to advance additional funds thereunder. All costs, fees and expenses incurred in making or closing the Qualified Loan and the recording of the Mortgage have been paid, and the Borrower is not entitled to any refund of any amounts paid to the Mortgagee pursuant to the Mortgage Loans in good faith, without notice of any adverse claimsNote or Mortgage. (xii) The transferNo Event of Default has occurred and is continuing under the Mortgage or the Mortgage Note and no event has occurred which, assignment with the passage of time or with the giving of notice and conveyance the expiration of any grace or cure period, would constitute such an Event of Default. For purposes of this clause (xii), “Event of Default” is defined in each of the Mortgages in a manner consistent with the definition of such phrase customarily utilized in utility industry mortgages. (xiii) There is no proceeding pending or to the Seller’s knowledge threatened for the condemnation of all or any material portion of the Mortgaged Property and such Mortgaged Property has not been damaged by waste, fire or other casualty to such an extent as to materially adversely affect the value of the Mortgaged Property. (xiv) To the Seller’s knowledge, there is nothing relating to or involving the Qualified Loan, the Mortgage, the Mortgaged Property, the Borrower or the Borrower’s credit standing that can reasonably be expected to (a) cause the Qualified Loan to become delinquent, or (b) adversely affect the Qualified Loan’s value or marketability. (xv) The Loan Agreement, Mortgage Notes and Mortgage Note permit–and such documents and instrument were not originated under and are not subject to laws which would prohibit or restrict–the sale, transfer or assignment of the Qualified Loan, the Loan Agreement, the Mortgage and the Mortgages Mortgage Note as contemplated by this Master Agreement and the Transaction Documents or the enforcement thereof by the Purchaser or its assignee. (xvi) The Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the Borrower has not filed for protection under applicable bankruptcy laws. (xvii) No fraud or misrepresentation of a material fact was committed or made by the Seller in connection with the Qualified Loan made to the applicable Borrower. (xviii) As of the related Sale Date, the Qualified Loan is not a loan as to which any payment, or part thereof, remains unpaid for more than thirty (30) days after the original due date for such payment. (xix) The Seller has delivered to the Custodian a complete Mortgage File for the Qualified Loan. (xx) Immediately prior to the transfer and assignment contemplated herein, the Seller was the sole owner and holder of the Qualified Loan, the Seller had good and marketable title thereto, and the Seller had full right and authority to transfer and sell the Qualified Loan to the Purchaser free and clear of any encumbrance, lien, pledge or security interest. (xxi) The Qualified Loan is denominated and payable only in United States dollars and the related Borrower is a corporation or other legal entity organized under the laws of the United States or any state thereof or the District of Columbia or a territory of the United States. (xxii) To the Seller’s knowledge, the Mortgaged Property is in material compliance with all applicable zoning laws and environmental laws pertaining to environmental hazards, and the related Borrower has not received any notice of any violation or potential violation of such laws. (xxiii) The Qualified Loan is represented by only one executed Mortgage Note. (xxiv) The Mortgage Note is a “promissory note” within the meaning of Article 9 of the New York UCC. (xxv) The loan narrative for a Qualified Loan submitted by the Seller to ▇▇▇▇▇▇ Mac in advance of the Depositor are not subject related Sale Date was prepared or updated no more than one year prior to the bulk transfer laws Sale Date, and the Seller is not aware of any material adverse change regarding the Borrower or the Qualified Loan that is not reflected in such loan narrative, or as previously communicated to ▇▇▇▇▇▇ Mac in writing. (xxvi) For each Covered Loan, the Qualified Loan meets the Covered Loan Criteria as of the Sale Date. (j) Upon discovery by any similar statutory provisions party hereto of a breach of any of the representations and warranties set forth in this Section 4.03, such discovering party shall give prompt written notice to the other party and, if such breach is of any representation or warranty set forth in Section 4.01(i) that materially and adversely affects the interests of the Purchaser in the related Qualified Loan, then the Seller shall either (i) cure such breach in all material respects or (ii) repurchase the Defective Loan in question from the Purchaser by remitting the Repurchase Price to an account designated by the Purchaser. (k) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 4.03 shall survive delivery of the respective Mortgage Files to the Custodian and will continue in full force and effect in for the remaining life of the related Qualified Loan, notwithstanding termination of this Master Agreement for any applicable jurisdictionreason.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Depositor as of the Closing Date or as of such date specifically provided hereinfollows: (ia) The Seller has been duly incorporated and is duly organized, validly existing and in good standing under the laws of the State of Maryland and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in under the laws of each jurisdiction in which the character of the business transacted by it or properties owned or leased by it that requires such qualification and in which wherein it owns or leases any material properties (except where the failure so to so qualify would not have a material adverse effect on (a) it). The Seller has the full corporate power and authority to own its business, properties, assets or condition (financial or other), (b) the performance of properties and conduct its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loansbusiness as currently conducted. (iib) The Seller has the power full power, authority (corporate and authority other) and legal right to makeexecute and deliver, execute, deliver and perform this Agreement and to consummate all of engage in the transactions contemplated hereunder by, and perform and observe the terms and conditions of, this Agreement. (c) This Agreement has taken all necessary action been duly and validly authorized, executed and delivered by the Seller and (assuming the due authorization, execution and delivery hereof by the Depositor) constitutes the valid, legal and binding agreement of the Seller, enforceable in accordance with its terms, subject to authorize bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium and other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law and except that the provisions of indemnity contained herein may be unenforceable as against public policy. (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required, under federal laws or the laws of the State of Maryland, for the execution, delivery and performance of or compliance by the Seller with this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute or the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and consummation by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability Seller of the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiestransactions contemplated hereby. (iiie) The Seller holds all necessary licenses, certificates None of the execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the consummation by the Seller of the transactions herein contemplated, or compliance with the provisions hereof by the Seller, will not (i) conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree the provisions of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, Seller’s charter or by-laws, or constitute a material breach ofany law, governmental rule or regulation, or any judgment, decree or order binding on the Seller or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Seller is a party or by which it is bound or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundproperties. (vf) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of To the Seller’s business. (vii) The Seller knowledge, there is not insolvent, nor will no litigation pending or threatened against the Seller that would reasonably be made insolvent by the transfer of the Mortgage Loans expected to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller 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 Seller’s financial condition (financial or otherwise) or operationsexecution, or materially and adversely affect the delivery, performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, of this Agreement. (xg) The Seller did not transfer Each of the Mortgage Loans to the Depositor representations and warranties set forth in Exhibit A hereto is true and correct with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title respect to the Mortgage Loans in good faith, without notice as of any adverse claimsthe Closing Date [or the applicable Transfer Date]. (xiih) The transferstatistical information in the prospectus supplement dated [ ] (the “Prospectus Supplement”), assignment and conveyance to the prospectus dated [ ], under the headings “Description of the Mortgage Notes Pool[s]—General,” “— Certain Characteristics of the Mortgage Loans,” “Additional Information” and “Underwriting Standards” is true and correct. (i) The Seller has been organized in conformity with the requirements for qualification as a real estate investment trust (a “REIT”); the Seller has elected to be treated as a REIT for federal income tax purposes for its tax year ended December 31, 2004; and the Mortgages by the Seller currently qualifies as, and it proposes to the Depositor are not subject operate in a manner that will enable it to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictioncontinue to qualify as, a REIT.