Common use of Conditions to the Obligations of the Agent Clause in Contracts

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company and the Operating Partnership of their obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b)) within the time period required by Section 3(a)(ix) of this Agreement; any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating PartnershipCompany, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) The Company shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Manager, signed by the chief executive officer, president or vice president of the Manager and the chief financial officer (or persons having equivalent functions) of the Manager to the effect that (i) the representations and warranties of the Manager in Section 2(b) hereof are true and correct with the same force and effect as though expressly made at and as of such date and (ii) the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such date. (f) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (fg) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (gh) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (hi) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (ij) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (jk) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (kl) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion) and Annex II-B (negative assurance letter), dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxx, Xxxx & Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company Agent shall have received from Xxxxxxx & Xxxxxxx, P.C., counsel for the Agent with respect to certain matters of Virginia law, on every date specified in Section 4(n) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to certain Virginia law matters as the Agent may reasonably require, and the Operating Partnership Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating PartnershipCompany, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof this Agreement are true and correct with the same force and effect as though expressly if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date and date; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission; and (iv) any and all filings required of the Company by Rules 424, 430A, 430B and 430C under the Act have been timely made. (ef) On every date specified in Section 4(k4(o) of this Agreement, the Agent shall have received from Ernst & Young LLP PwC a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (fg) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (gh) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (hi) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (ij) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (jk) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (kl) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxx, Xxxx & Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx0000 Xxxxxxxxxxx Xxx, Xxx XxxxXX, Xxx Xxxx Xxxxxxxxxx, X.X. 00000, AttnAttention: Xxxxx Xxxxxx X. XxxxxxxxxXxxxx, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agent. The obligations of Agent’s obligation to solicit and receive offers to purchase the Agent under this Agreement and any Terms Agreement Certificates shall be subject to (i) the accuracy of the representations and warranties on the part of the Company Depositor and PHH Mortgage herein, to the Operating Partnership contained herein as accuracy of the Execution Timestatements of officers of the Depositor and PHH Mortgage made pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company Depositor and the Operating Partnership PHH Mortgage of their obligations hereunder and (iii) to the following additional conditionsconditions precedent: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Depositor, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. (b) The Company and the Operating Partnership 6.2 Since April 1, 2007 there shall have requested been no material adverse change (not in the ordinary course of business) in the condition of the Depositor or PHH Mortgage and caused the Company Counsel, to furnish prior to the Agent, on every date specified Closing Date there shall be no prospective change that would have a material adverse effect (not in Section 4(lthe ordinary course of business) in the condition of this Agreement, its written opinions, substantially similar the Depositor or PHH Mortgage. 6.3 The Depositor shall have delivered to the form attached hereto as Annex IIyou a certificate, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLPClosing Date, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this AgreementPresident, a certificate Senior Vice President or a Vice President of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Depositor to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ia) the representations and warranties of the Company Depositor in this Agreement and in the Operating Partnership in Section 2(a) hereof Pooling and Servicing Agreement are true and correct with the same force and effect as though expressly made at and as of such date, in all material respects; (iib) the Company and the Operating Partnership have Depositor has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder or under the Pooling and Servicing Agreement at or prior to such date and the Closing Date; and (iiic) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) 6.4 PHH Mortgage shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of PHH Mortgage to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this AgreementAgreement and that, to the best of his or her knowledge after reasonable investigation, the Agent representations and warranties of PHH Mortgage contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx llp, counsel for the Depositor and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibit A-1, A-2 and A-3. 6.6 You shall have received from Ernst Xxxxxxx, Arps, Slate, Xxxxxxx & Young LLP a letter Xxxx LLP, counsel for the Agent, an opinion dated such date, the Closing Date in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company 6.7 You shall have paid received from Deloitte & Touche LLP, certified public accountants, a letter dated the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein date hereof and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Agent, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “The Mortgage Pool”, “Pooling and Servicing Agreement”, “Description of the Certificates” and “Yield on the Certificates”, and referenced under the heading “Static Pool Information”, agrees with the records of the Depositor and PHH Mortgage or any information provided to Deloitte & Touche LLP by or on behalf of the Depositor excluding any questions of legal interpretation. 6.8 The Class A-1, Class A-2, Class A-3 and Class A-4 Certificates shall have been rated “AAA” by Fitch, Inc. (“Fitch”). The Class B-2 Certificates shall have been rated “A” by Fitch and the Class B-3 Certificates shall have been rated “BBB” by Fitch. 6.9 You shall have received the opinion of Xxxxx, Xxxxxx & Xxxxxx, dated the Closing Date, substantially to the effect set forth in Exhibit B. 6.10 You shall have received from Xxxxxxx Xxxxxxxx & Xxxx llp, counsel to the Depositor, reliance letters with respect to any opinions delivered to Fitch. 6.11 The Depositor shall have furnished to you such further information, certificates and documents as you may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all obligations documents incident thereto shall be in all material respects satisfactory in form and substance, in their reasonable judgment, to you and your counsel. The Depositor will furnish you with conformed copies of the Agent hereunder may be canceled atabove opinions, or at any time prior tocertificates, any Settlement Date or Time of Delivery, letters and documents as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementyou reasonably request.

Conditions to the Obligations of the Agent. The obligations obligation of the Agent under this Agreement and any Terms Agreement to cause payment for the Bonds on the Closing Date shall be subject subject, at the option of the Agent, to (i) the accuracy in all material respects of the representations and warranties on the part of the Company Issuer and the Operating Partnership Borrower contained herein as of the Execution Time, each Representation Date, date hereof and as of each Applicable Timethe Closing Date, Settlement Date to the accuracy in all material respects of the statements of the Issuer, the Bank, and Time of Deliverythe Borrower made in any certificates or other documents furnished pursuant to the provisions hereof, (ii) to the performance by the Company Issuer and the Operating Partnership Borrower of their respective obligations to be performed hereunder at or prior to the Closing Date and (iii) to the following additional conditions: (a) The ProspectusAt the Closing Date, the Indenture, the Letter of Representations, the Agreement, the Note, the Bank Security Documents, the Letter of Credit Agreement and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale Letter of Shares; each Interim Prospectus Supplement Credit shall have been filed in the manner required by Rule 424(b); any other material required to be filed duly authorized, executed and delivered by the Company pursuant to Rule 433(d) under respective parties thereto, and the Act, Offering Memorandum shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish delivered to the Agent, on every date specified in Section 4(l) and none of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent foregoing agreements shall have received from Xxxxxxxx Chance US LLPbeen amended, counsel for modified or supplemented so as to materially affect the content thereof, except as may have been agreed to in writing by the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on taken in connection therewith, with the NYSEissuance of the Bonds, and satisfactory evidence of with the transactions contemplated thereby and by this Bond Placement Agreement, all such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Deliveryas Kephxxx & Xishxx, as applicable, the Company and the Operating Partnership shall have furnished counsel to the Agent such further information("Agent's Counsel"), certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required deem to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreement.necessary and appropriate;

Conditions to the Obligations of the Agent. The obligations obligation of the Agent, as agent of CIBC, to solicit offers to purchase the Securities as agent of CIBC and the obligation of the Agent under this Agreement and to purchase Securities from CIBC as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject to (i) the accuracy as of the Representation Date of the representations and warranties in all material respects (to the extent any such representation or warranty is not otherwise qualified therein) on the part of CIBC herein contained and to the Company and the Operating Partnership contained herein as accuracy of the Execution Timestatements of CIBC’s officers made in any certificate furnished pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance and observance by the Company CIBC of all its covenants and the Operating Partnership of their obligations hereunder agreements herein contained and (iii) to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material Registration Statement (or if a post-effective amendment thereto is required to be filed by the Company pursuant to Rule 433(d) under the Act, such post-effective amendment) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433become effective; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that such purpose or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus shall have been instituted timely filed with the Commission under the Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with; (ii) there shall not have occurred any downgrading in the rating accorded any debt securities of CIBC by Standard & Poor’s Ratings Group or threatenedXxxxx’x Investors Service, Inc., or any public announcement by either such organization of an intended or potential downgrading; and (iii) there shall have been no material adverse change in the results of operations, financial condition or business of CIBC and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Time of Sale Information and the Prospectus, which, in the judgment of the Agent, makes it impracticable to proceed with the solicitation by the Agent of offers to purchase Securities from CIBC or the purchase by the Agent of Securities from CIBC as principal, as the case may be, on the terms and in the manner contemplated in the Terms Agreement, Registration Statement, the Time of Sale Information and the Prospectus as first amended or supplemented relating to the Securities to be delivered at the relevant Settlement Date. (b) The Company and the Operating Partnership Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel for CIBC, shall have requested and caused the Company Counsel, to furnish furnished to the Agent, on every date specified in Section 4(l) of this Agreement, its Agent their written opinions, substantially similar dated the Commencement Date and each applicable date referred to the form attached hereto in Section 5(i) hereof, subject to such exceptions and qualifications as Annex II, dated as of such date and addressed to the Agentwould be customary. (c) The Agent Xxxxx Xxxxx LLP, United States counsel for CIBC, shall have received from Xxxxxxxx Chance US furnished to the Agent their written opinions, dated the Commencement Date and each applicable date referred to in Section 5(j) hereof, subject to such exceptions and qualifications as would be customary. (d) Skadden, Arps, Slate,Xxxxxxx & Xxxx LLP, U.S. counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them Agent their written opinions, dated the Commencement Date and each applicable date referred to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k5(h) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such datehereof, in form and substance satisfactory to the Agent with respect to the Registration Statement, the Prospectus, the Time of Sale Information, the Securities and such other matters that the Agent may reasonably request. (e) Not later than 10:00 a.m., New York City time, on the Commencement Date and on each applicable date referred to in Section 5(k) hereof, the Agent shall have received, in form and substance reasonably satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing from CIBC’s independent auditors, constituting statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters agents with respect to the financial statements and certain financial information contained in or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus. (f) Since On or after the respective dates as date hereof or of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, any applicable Terms Agreement there shall not have been occurred any of the following: (i) a suspension or material adverse change limitation in trading in securities generally on the New York Stock Exchange or the Toronto Stock Exchange; (ii) a material disruption in securities settlement, payment or clearance services in the condition United States; (iii) a general moratorium on commercial banking activities in The City of New York or the City of Toronto, declared by either United States federal, New York State, Canadian federal or Ontario provincial authorities, as the case may be; or (iv) an outbreak or escalation of hostilities or other calamity or crisis having an adverse effect on the financial or otherwise) or in the earnings, business affairs or business prospects markets of the Company and its Subsidiaries considered as one enterpriseUnited States of America, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which iswhich, in the sole judgment of the Agent, so material and adverse as to make Agent makes it impractical or inadvisable impracticable to proceed with the offering solicitation of offers to purchase Securities or delivery the purchase of the Shares Securities from CIBC as principal pursuant to the applicable Terms Agreement or otherwise, as the case may be, on the terms and in the manner contemplated by in the Registration Statement (exclusive of any amendment thereof) and Prospectus as first amended or supplemented relating to the Disclosure Package (exclusive of any amendment or supplement thereto)Securities to be delivered at the relevant Settlement Date. (g) The Company CIBC shall have paid the required Commission filing fees relating furnished or caused to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have be furnished to the Agent a certificate signed by an executive officer of CIBC dated the Commencement Date and each applicable date referred to in Section 5(l) hereof, to the effect set forth in Section 8(a)(i) and (ii) above and to the effect that the representations and warranties of CIBC contained in this Agreement are true and correct as of the date of such further information, certificates certificate and documents as that CIBC has complied with all of the Agent may reasonably request. If any agreements and satisfied all of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, on its part to be performed or if any of the opinions and certificates mentioned above satisfied hereunder on or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance prior to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice date of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementcertificate.

Conditions to the Obligations of the Agent. The obligations of Agent’s obligation to solicit and receive offers to purchase the Agent under this Agreement and any Terms Agreement Certificates shall be subject to (i) the accuracy of the representations and warranties on the part of the Company Depositor and PHH Mortgage herein, to the Operating Partnership contained herein as accuracy of the Execution Timestatements of officers of the Depositor and PHH Mortgage made pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company Depositor and the Operating Partnership PHH Mortgage of their obligations hereunder and (iii) to the following additional conditionsconditions precedent: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Depositor, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. (b) The Company and the Operating Partnership 6.2 Since May 1, 2007 there shall have requested been no material adverse change (not in the ordinary course of business) in the condition of the Depositor or PHH Mortgage and caused the Company Counsel, to furnish prior to the Agent, on every date specified Closing Date there shall be no prospective change that would have a material adverse effect (not in Section 4(lthe ordinary course of business) in the condition of this Agreement, its written opinions, substantially similar the Depositor or PHH Mortgage. 6.3 The Depositor shall have delivered to the form attached hereto as Annex IIyou a certificate, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLPClosing Date, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this AgreementPresident, a certificate Senior Vice President or a Vice President of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Depositor to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ia) the representations and warranties of the Company Depositor in this Agreement and in the Operating Partnership in Section 2(a) hereof Pooling and Servicing Agreement are true and correct with the same force and effect as though expressly made at and as of such date, in all material respects; (iib) the Company and the Operating Partnership have Depositor has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder or under the Pooling and Servicing Agreement at or prior to such date and the Closing Date; and (iiic) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) 6.4 PHH Mortgage shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of PHH Mortgage to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this AgreementAgreement and that, to the best of his or her knowledge after reasonable investigation, the Agent representations and warranties of PHH Mortgage contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx llp, counsel for the Depositor and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibits A-1, A-2 and A-3. 6.6 You shall have received from Ernst Xxxxxxx, Arps, Slate, Xxxxxxx & Young LLP a letter Xxxx LLP, counsel for the Agent, an opinion dated such date, the Closing Date in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company 6.7 You shall have paid received from Deloitte & Touche LLP, certified public accountants, a letter dated the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein date hereof and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Agent, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “The Mortgage Pool”, “Pooling and Servicing Agreement”, “Description of the Certificates” and “Yield on the Certificates”, and referenced under the heading “Static Pool Information”, agrees with the records of the Depositor and PHH Mortgage or any information provided to Deloitte & Touche LLP by or on behalf of the Depositor excluding any questions of legal interpretation. 6.8 The Class A-1, Class A-2 and Class A-3 Certificates shall have been rated “AAA” by Fitch, Inc. (“Fitch”). The Class B-3 Certificates shall have been rated “BBB” by Fitch. 6.9 You shall have received the opinion of Xxxxx, Xxxxxx & Xxxxxx, LLP, dated the Closing Date, substantially to the effect set forth in Exhibit B. 6.10 You shall have received from Xxxxxxx Xxxxxxxx & Xxxx llp, counsel to the Depositor, reliance letters with respect to any opinions delivered to Fitch. 6.11 The Depositor shall have furnished to you such further information, certificates and documents as you may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all obligations documents incident thereto shall be in all material respects satisfactory in form and substance, in their reasonable judgment, to you and your counsel. The Depositor will furnish you with conformed copies of the Agent hereunder may be canceled atabove opinions, or at any time prior tocertificates, any Settlement Date or Time of Delivery, letters and documents as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementyou reasonably request.

Conditions to the Obligations of the Agent. (a) The obligations of the each Agent under this Agreement and to solicit offers to purchase any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership Issuer contained herein as of the Execution Time, each Representation Date, date hereof and as of each Applicable Timetime the Issuer gives a notice requesting any Agent to solicit offers as Agent, Settlement Date at and Time as of Deliveryeach acceptance of an offer by the Issuer and upon delivery of any Note to the purchaser (or its agent) pursuant to such offer, (ii) to the accuracy of the statements of the Issuer made in any certificates delivered pursuant to the provisions hereof as of the respective dates of such certificates, to the performance and observance by the Company Issuer of all covenants and the Operating Partnership of their obligations hereunder agreements herein contained on its part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement Issuer shall have been filed obtained all authorizations, consents and approvals of any court or governmental or other regulatory agency or body required in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed connection with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the SharesNotes and the performance of its obligations hereunder and under the Notes, the Registration StatementNotice of Appointment, the Disclosure PackageSupplemental Indenture and the Paying Agency Agreement. (ii) The Issuer shall have furnished to you an accurate certificate dated as of the date hereof, signed by the Prospectus Chief Executive Officer or the Chief Financial Officer of the Issuer, in form and substance satisfactory to you, to the effect that, to the best of his or her knowledge after reasonable inquiry: (together 1) the representations and warranties of the Issuer in this Agreement are true and correct in all material respects on and as of the date of the certificate and the Issuer has performed in all material respects all its obligations and satisfied all the conditions on its part to be satisfied at or prior to the date of the certificate; (2) since the date of the most recent financial statements included in the current Offering Memorandum, there has been no material adverse change, or to the knowledge of the Issuer any development involving a prospective material adverse change, in the financial condition, earnings, business or business prospects or properties of the Issuer and its subsidiaries, considered as a single enterprise, except as set forth in the Offering Memorandum; and (3) the Offering Memorandum (other than statements made therein in reliance upon and in conformity with information furnished to the Issuer in writing by any supplement theretoAgent specifically for use therein, as to which no representation shall be made) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (A) The Issuer shall have furnished to each Agent the opinion of Xxxxxxxx, Xxxxxx, Xxxxxx & Xxxxxxxx LLP, counsel to the Issuer, substantially in the form of Exhibit C hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (B) The Issuer shall have furnished to each Agent the opinion of the Senior Vice President-Law and Administration or General Counsel of the Issuer substantially in the form of Exhibit D hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (iv) Each Agent shall have received from Mellon Bank, N.A., as Trustee under the Indenture of Mortgage and the Supplemental Indenture, a certificate substantially in the form of Exhibit E hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (v) Each Agent shall have received from your counsel such opinion with respect to the proposed issue and sale of the Notes and other related matters as the Agent may reasonably require. (vi) KPMG Peat Marwick, and independent accountants for the Company and the Operating Partnership Issuer, shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP an executed copy of a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as form heretofore agreed to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (kvii) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership The Issuer shall have furnished to the each Agent such further information, certificates and documents as the any Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. . (viii) The documents required to be delivered by this Section 6 5 shall be delivered at at, or transmitted by telecopy (with an undertaking promptly to forward the office original copies thereof) to, the offices of Dilworth, Paxson, Xxxxxx & Xxxxxxxx Chance US LLP, counsel for the AgentIssuer, 0000 Xxxxxx Xxxx Xxxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, at 00 Xxxx 00xx Xxxxxx4:00 P.M., Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. XxxxxxxxxPhiladelphia time, on the date hereof, and an original of each such date as provided in this Agreementdocument will be sent to you.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement shall be to solicit offers to purchase Notes from the Company are subject to (ithe accuracy, on the date of this Agreement, on the Effective Date of each Registration Statement, when any amendment or supplement to the Prospectus is filed with the Commission pursuant to the applicable paragraph of Rule 424(b) and/or 429 of the accuracy Rules and on each Closing Date, of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Timein this Agreement, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the accuracy and completeness of all statements made by the Company or any of its officers in any certificate delivered to the Agent or the Agent's counsel pursuant to this Agreement, to performance by the Company of its obligations under this Agreement and the Operating Partnership to each of their obligations hereunder and (iii) the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of either of the Registration Statement or any notice objecting Statements, as amended from time to its use time, shall have been issued be in effect and no proceedings for that such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in either of the Registration Statements or the Prospectus or otherwise) shall have been instituted or threatenedcomplied with to the reasonable satisfaction of the Agent. (b) The Since the date of the most recent financial statements included or incorporated by reference in the Prospectus, (i) there must not have been any change (of the type indicated in paragraph (b)(3) of Annex D to this Agreement) specified in the most recent letter of the type referred to in Section 5(k), in paragraph (f) of this Section 6 or in Section 7(c)(iv), (ii) there must not have been any material adverse change in the general affairs, prospects, management, business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the Operating Partnership shall have requested and caused ordinary course of business, except as set forth in or contemplated by the Prospectus, as then amended or supplemented, (iii) the Company Counseland its subsidiaries must not have sustained any material loss or interference with their business or properties from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree not described in the Prospectus, as then amended or supplemented, and (iv) there must not have been any downgrading in the rating of any of the Company's debt securities by any nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) of the Rules) or any public announcement by any such organization of any proposal by it to furnish to downgrade such rating or that it has under surveillance or review its rating of the Notes or any other debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) if, in the judgment of the Agent, on every date specified any such development referred to in Section 4(lclause (i), (ii), (iii) or (iv) makes it impracticable or inadvisable to proceed with the soliciting of this Agreementoffers to purchase Notes from the Company as contemplated by the Prospectus, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agentthen amended or supplemented. (c) The Agent shall have received from Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and Agent on the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, Agreement a certificate of the Company Treasurer and the Operating Partnership, signed by the chief executive officer, president or vice president General Counsel of the Company and the chief financial or chief accounting officer of the Company to the effect Company, dated such date, certifying that (i) the signers have carefully examined the Registration Statements, the Prospectus, the Indentures and this Agreement, (ii) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at accurate on and as of the date of such date, (ii) certificate and the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date and the obligation of the Agent to solicit offers to purchase the Notes, (iii) no stop order suspending since the effectiveness date of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the most recent financial statements and certain financial information contained included or incorporated by reference in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall has not have been any material adverse change in the general affairs, prospects, management, business, properties, financial condition (financial or otherwise) or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries considered subsidiaries taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment Prospectus, as amended or supplement thereto) the effect of which is, in the sole judgment supplemented as of the Agentdate of such certificate, so material and adverse as (iv) to make it impractical or inadvisable the knowledge of such officers, no action to proceed with suspend the offering or delivery effectiveness of either of the Shares Registration Statements, as contemplated amended as of the date of such certificate, or to prohibit the sale of the Notes has been taken or threatened by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Commission. (gd) The Company Agent shall have paid received on the required Commission filing fees relating date of this Agreement from the General Counsel of the Company an opinion and a letter each dated such date substantially identical to the Shares within the time period required by Rule 456(b)(1)(i) proposed form of the Act without regard opinion and form of letter set forth in Annex C to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (je) The Shares Agent shall have been listed and admitted and authorized for trading received on the NYSEdate of this Agreement from Cravath, Swaine & Xxxxx, its counsel, an opinion dated such date with respect to the Company, the Notes, the Indentures, this Agreement and the form and sufficiency of all proceedings taken in connection with the sale and delivery of the Notes and a letter dated such date with respect to the Registration Statements and the Prospectus. Such opinion, letter and proceedings shall be satisfactory evidence of such actions shall have been provided in all respects to the Agent. The Company must have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to render such opinion and letter. (kf) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership The Agent shall have furnished received, at the date of this Agreement, a signed letter from Ernst & Young LLP, independent accountants for the Company, substantially in the form of Annex D to this Agreement. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement will comply with this Agreement only if they are in form and scope satisfactory to the Agent such further information, certificates and documents as the Agent may reasonably requestits counsel. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agent and counsel for the Agentits counsel, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation cancelation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLPCravath, Swaine & Xxxxx, counsel for the Agent, at 00 Xxxx 00xx Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attn: Xxxxx X. Xxxxxxxxx, on each such xx the date as provided in of this Agreement.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement to solicit offers to purchase the ADSs shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of on the Execution TimeCommencement Date, each Representation Acceptance Date, and as Settlement Date, to the accuracy of each Applicable Timethe statements of the Company made in any certificates pursuant to the provisions hereof, Settlement Date and Time of Delivery, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) to the following additional conditions: (a) The ProspectusDisclosure Package, and any supplement thereto, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company On the Commencement Date and each time there is filed with the Operating Partnership Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have requested and caused received from Shearman & Sterling LLP, U.S. counsel for the Company CounselCompany, to furnish to an opinion dated the Agent, on every Commencement Date or the date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to filing with the form attached hereto as Annex II, dated as Commission of such date Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect set forth in Exhibit A hereto. (c) The On the Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from Xxxxxxxx Chance US LLPGrandall Legal Group, PRC counsel for the Company, an opinion dated the Commencement Date or the date of filing with the Commission of such Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect set forth in Exhibit B hereto and subject to usual and customary qualifications, limitations and assumptions. (d) On the Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from Xxxxxx and Xxxxxx, Cayman Islands and British Virgin Islands counsel for the Company, an opinion dated the Commencement Date or the date of filing with the Commission of such Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect set forth in Exhibit C hereto and subject to usual and customary qualifications, limitations and assumptions. (e) On the Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from Xxxxx Xxxxxx & Xxxxxx, counsel for the Depositary, an opinion dated the Commencement Date or the date of filing with the Commission of such Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect set forth in Exhibit D hereto and subject to usual and customary qualifications, limitations and assumptions. (f) On the Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from Xxxxx Xxxx & Xxxxxxxx, U.S. counsel for the Agent, on every an opinion dated the Commencement Date or the date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as filing with the Commission of such date Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, with respect to the issuance and sale of the SharesADSs, the Registration Statement, the Disclosure Package, the Prospectus Package (together with any supplement thereto) and other related matters as the Agent may reasonably require. (g) If the Commencement Date is other than the date hereof, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and Agent on the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, Commencement Date a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Company, dated the Commencement Date, or the date of filing with the Commission of such Quarterly Report on Form 6-K, as the case may be, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and any amendments or supplements thereto and this Agreement and that: (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at on and as of such datethe Commencement Date, (ii) and the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part that are required to be performed or satisfied hereunder at or prior to such date and the Commencement Date (iiiunless otherwise waived in writing by the Agent); (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending initiated or, to their the Company’s knowledge, contemplated threatened, and (iii) since the date of the most recent financial statements included or incorporated by reference in the CommissionDisclosure Package (exclusive of any supplement thereto), there has not occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Disclosure Package as of the date hereof. (eh) On every date specified in Section 4(k) of this Agreementthe Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from Ernst & Young LLP Hua Ming, a letter dated the Commencement Date or the date of filing with the Commission of such dateQuarterly Report on Form 6-K, as the case may be, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the ProspectusDisclosure Package. (fi) Since Subsequent to the respective Commencement Date or, if earlier, the dates as of which information is disclosed given in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). , until and including the relevant Settlement Date, (gi) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been occurred any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or downgrading, nor shall any notice have been given of any intended or potential decrease in any such rating downgrading or of any review for a possible change in any such rating that does not indicate the direction of the possible change. , in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (iii) FINRA there shall not have raised occurred any objection change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Disclosure Package as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to proceed with respect to the fairness and reasonableness offering or delivery of the ADSs on the terms and arrangements under this Agreementin the manner contemplated in the Disclosure Package (exclusive of any supplement thereto). (j) The Shares shall have been listed and admitted and authorized for trading on During the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicableCommitment Period, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, during the Commitment Period by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall 5 will be delivered at the office of Xxxxxxxx Chance US LLPXxxxx Xxxx & Xxxxxxxx, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx18th Floor, Xxx XxxxThe Hong Kong Club Building, Xxx Xxxx 000003A Chater Road, Attn: Xxxxx X. XxxxxxxxxHong Kong, on each such date as provided in this Agreementthe Commencement Date.

Conditions to the Obligations of the Agent. (a) The obligations of the each Agent under this Agreement and to solicit offers to purchase any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership Issuer contained herein as of the Execution Time, each Representation Date, date hereof and as of each Applicable Timetime the Issuer gives a notice requesting any Agent to solicit offers as Agent, Settlement Date at and Time as of Deliveryeach acceptance of an offer by the Issuer and upon delivery of any Note to the purchaser (or its agent) pursuant to such offer, (ii) to the accuracy of the statements of the Issuer made in any certificates delivered pursuant to the provisions hereof as of the respective dates of such certificates, to the performance and observance by the Company Issuer of all covenants and the Operating Partnership of their obligations hereunder agreements herein contained on its part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement Issuer shall have been filed obtained all authorizations, consents and approvals of any court or governmental or other regulatory agency or body required in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed connection with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the SharesNotes and the performance of its obligations hereunder and under the Notes, the Registration StatementNotice of Appointment, the Disclosure PackageSupplemental Indenture and the Paying Agency Agreement. (ii) The Issuer shall have furnished to you an accurate certificate dated as of the date thereof, signed by the Prospectus Chief Executive Officer or the Chief Financial Officer of the Issuer, in form and substance satisfactory to you, to the effect that, to the best of his or her knowledge after reasonable inquiry: (together 1) the representations and warranties of the Issuer in this Agreement are true and correct in all material respects on and as of the date of the certificate and the Issuer has performed in all material respects all its obligations and satisfied all the conditions on its part to be satisfied at or prior to the date of the certificate; (2) since the date of the most recent financial statements included in the current Offering Memorandum, there has been no material adverse change, or to the knowledge of the Issuer any development involving a prospective material adverse change, in the financial condition, earnings, business or business prospects or properties of the Issuer and its subsidiaries, considered as a single enterprise, except as set forth in the Offering Memorandum; and (3) the Offering Memorandum (other than statements made therein in reliance upon and in conformity with information furnished to the Issuer in writing by any supplement theretoAgent specifically for use therein, as to which no representation shall be made) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (A) The Issuer shall have furnished to each Agent the opinion of Xxxxxxxx Xxxxxx LLP, counsel to the Issuer, substantially in the form of Exhibit C hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (B) The Issuer shall have furnished to each Agent and to Xxxxxxxx Xxxxxx LLP the opinion of the Senior Vice President-Law and Administration or General Counsel of the Issuer substantially in the form of Exhibit D hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (iv) Each Agent shall have received from Chase Manhattan Trust Company National Association, as Trustee under the Indenture of Mortgage and the Supplemental Indenture, a certificate substantially in the form of Exhibit E hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (v) Each Agent shall have received from your counsel such opinion with respect to the proposed issue and sale of the Notes and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (dvi) The Company and KPMG LLP, independent accountants for the Operating Partnership shall have furnished or caused to be furnished to the AgentIssuer, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent an executed copy of a letter in the form attached hereto as Exhibit F. (vii) The Issuer shall have furnished to each Agent such further information, certificates and documents as the any Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. . (viii) The documents required to be delivered by this Section 6 5 shall be delivered at at, or transmitted by telecopy (with an undertaking promptly to forward the office original copies thereof) to, the offices of Xxxxxxxx Chance US Xxxxxx LLP, counsel for the AgentIssuer, 0000 Xxxxxx Xxxx Xxxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, at 00 Xxxx 00xx Xxxxxx4:00 P.M., Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. XxxxxxxxxPhiladelphia time, on the date thereof, and an original of each such document will be sent to you. (b) Each of the conditions precedent in clauses (i) through (viii) above shall be satisfied on each Settlement Date unless waived by the Agent or Agents appointed for the relevant Tranche, at the sole discretion of such Agent or Agents. Each of the items listed in clauses (ii), (iii) and (iv) above shall be dated the applicable Settlement Date. The items listed in clause (vi) shall be dated the applicable Settlement Date, if the Company shall have prepared updated quarterly or annual financial statements since the date as provided in this Agreementof the last such letter delivered to you.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement to solicit offers to purchase the Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus relating to the Notes is filed with the Commission and as of each Applicable TimeClosing Date, Settlement Date and Time to the accuracy of Deliverythe statements of the Company made in any certificates pursuant to the provisions hereof, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish furnished to the AgentAgent the opinions of LeBoeuf, on every date specified in Section 4(l) of this AgreementLamb, its written opinionsGreene & MacRae, substantially similar to the form attached hereto as Annex IIL.L.P., counsel tx xxx Comxxxx xnd Robert W. Stahman, Esq., Generxx Xxxxxxx xxx xxx Xxxpany, dated as the Execution Time substantially in the forms of such date Exhibits D and addressed to the AgentE hereto. (c) The Agent shall have received from Xxxxxxxx Chance US LLPSullivan & Cromwell, counsel for the Agentits couxxxx, on every date specified in Section 4(m) of this Agreement, such opinion xuch xxxxxxx or opinions, dated as of such date and addressed to the AgentExecution Time, with respect to the issuance and sale incorporation of the SharesCompany, the validity of the Indenture and the Notes, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. In rendering their opinions, Sullivan & Cromwell may rely uxxx xxx opxxxxx xescribed above of Robert W. Stahman, Esq., Gexxxxx Xxxxxxx xxx xhe Company, as to all matters of Idaho law. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company and the Operating PartnershipCompany, signed by the chief executive officer, president or vice president Chairman of the Company and Board or the chief President or the principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that that: (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof this Agreement are true and correct in all material respects on and as of the date hereof with the same force and effect as though expressly if made at on the date hereof and as of such date, (ii) the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date and the obligation of the Agent to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commission.threatened; and (eiii) On every since the date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing most recent audited financial statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries subsidiaries considered as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Prospectus. (ge) The Company At the Execution Time, Deloitte & Touche shall have paid the required Commission filing fees relating furnished to the Shares within Agent a letter or letters (which may refer to letters previously delivered to the time period required by Rule 456(b)(1)(i) Agent), dated as of the Act without regard Execution Time to the proviso therein and otherwise effect set forth in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)Exhibit C hereto. (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (kf) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company and the Operating Partnership shall have furnished to the Agent such further information, documents and certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agent and counsel for the Agentits counsel, this Agreement and all obligations of the Agent hereunder may be canceled at, or cancelled at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of Xxxxxxxx Chance US LLPLeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for xxx the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. XxxxxxxxxXxxxxxy, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement to purchase the Shares shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation Closing Date, and as to the accuracy of each Applicable Timethe statements of the Company made in any certificates pursuant to the provisions hereof, Settlement Date and Time of Delivery, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) to the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement Agent shall have received confirmation from each of Xxxxx Lovells and Xxxxxxx Xxxxx LLP that there are no material claims to which its representation has been filed sought and that are outstanding in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness respect of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatenedCompany. (b) The Company and the Operating Partnership shall have requested and caused each of Xxxxxxxxxx LLP, U.S. counsel for the Company CounselCompany, and Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, to furnish have furnished to the Agent, on every date specified in Section 4(l) of this Agreement, its written Agent opinions, substantially similar in form and substance satisfactory to the form attached hereto as Annex IILead Manager and its counsel, dated as of such date the Closing Date and addressed to the AgentAgent relating to (i) customary corporate opinions in relation to the Company and 10393444 Canada Inc. and (ii) the Shares being “flow-through shares” that are not “prescribed shares” for the purposes of the flow-through share provisions of the Tax Act. (c) The Agent Company shall have received from Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed furnished to the Agent, with respect in form and substance satisfactory to the issuance Lead Manager and sale its counsel, a title insurance policy in respect of the Shares, patented claims comprising the Registration Statement, Stock and Grey Fox properties located within the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such mattersBlack Fox Complex. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company and the Operating PartnershipCompany, signed by the chief executive officer, president or vice president Chief Executive Officer and the Chief Financial Officer of the Company and the chief financial or chief accounting officer any other officers of the Company acceptable to the Lead Manager, in its discretion, dated the Closing Date to the effect that the signers of such certificate have carefully examined this Agreement and the Subscription Agreements and that: (i) the representations and warranties of the Company in this Agreement and the Operating Partnership in Section 2(a) hereof Subscription Agreements are true and correct with the same force and effect as though expressly made at and as of such datethe Closing Date, (ii) and the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such the Closing Date; and (ii) since the date and (iii) no stop order suspending the effectiveness of the Registration Statement most recent financial statements included in the Public Record, there has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.Material Adverse Effect; (e) On every date specified in Section 4(k) of this Agreement, the The Agent shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and 10393444 Canada Inc. in its jurisdiction of organization in writing from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies appropriate governmental authority of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectusjurisdiction. (f) Since Prior to, or on, the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of Closing Date the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. (g) The Shares shall have been approved for listing on the NYSE and shall have been conditionally approved for listing, subject to the satisfaction of the customary conditions, on the TSX, subject only to official notice of issuance, and satisfactory evidence of such actions shall have been provided to the Agent. (h) The Company represents and covenants that it will only use proceeds of the Offering as agreed to herein and it will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, the “Sanctions”); or (ii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as agent, advisor, investor or otherwise). The Company represents and covenants that for the past five (5) years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, and will use its best efforts to cause its directors, officers and key personnel not to engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. (i) The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company to register as an investment company under the Investment Company Act. (j) At the Execution Time, the Company shall have furnished to the Lead Manager a letter substantially in the form of Exhibit A to this Agreement from each officer and director of the Company. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent Lead Manager and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement the Closing Date or Time of Delivery, as applicable, by the AgentLead Manager. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered electronically, or at such other place as the office Lead Manager, on behalf of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxxand the Company shall agree upon, on each such date as provided in this Agreementthe Closing Date.

Conditions to the Obligations of the Agent. The obligations of Agent’s obligation to solicit and receive offers to purchase the Agent under this Agreement and any Terms Agreement Certificates shall be subject to (i) the accuracy of the representations and warranties on the part of the Company Depositor and PHH Mortgage herein, to the Operating Partnership contained herein as accuracy of the Execution Timestatements of officers of the Depositor and PHH Mortgage made pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company Depositor and the Operating Partnership PHH Mortgage of their obligations hereunder and (iii) to the following additional conditionsconditions precedent: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Depositor, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. (b) The Company and the Operating Partnership 6.2 Since November 1, 2007 there shall have requested been no material adverse change (not in the ordinary course of business) in the condition of the Depositor or PHH Mortgage and caused the Company Counsel, to furnish prior to the Agent, on every date specified Closing Date there shall be no prospective change that would have a material adverse effect (not in Section 4(lthe ordinary course of business) in the condition of this Agreement, its written opinions, substantially similar the Depositor or PHH Mortgage. 6.3 The Depositor shall have delivered to the form attached hereto as Annex IIyou a certificate, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLPClosing Date, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this AgreementPresident, a certificate Senior Vice President or a Vice President of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Depositor to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ia) the representations and warranties of the Company Depositor in this Agreement and in the Operating Partnership in Section 2(a) hereof Pooling and Servicing Agreement are true and correct with the same force and effect as though expressly made at and as of such date, in all material respects; (iib) the Company and the Operating Partnership have Depositor has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder or under the Pooling and Servicing Agreement at or prior to such date and the Closing Date; and (iiic) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) 6.4 PHH Mortgage shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of PHH Mortgage to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this AgreementAgreement and that, to the best of his or her knowledge after reasonable investigation, the Agent representations and warranties of PHH Mortgage contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx llp, counsel for the Depositor and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibits A-1, A-2 and A-3. 6.6 You shall have received from Ernst Xxxxxxx, Arps, Slate, Xxxxxxx & Young LLP a letter Xxxx LLP, counsel for the Agent, an opinion dated such date, the Closing Date in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company 6.7 You shall have paid received from Deloitte & Touche LLP, certified public accountants, a letter dated the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein date hereof and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Agent, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “The Mortgage Pool”, “Pooling and Servicing Agreement”, “Description of the Certificates” and “Yield on the Certificates”, and referenced under the heading “Static Pool Information”, agrees with the records of the Depositor and PHH Mortgage or any information provided to Deloitte & Touche LLP by or on behalf of the Depositor excluding any questions of legal interpretation. 6.8 The Class A-1 Certificates and Class A-2 Certificates shall have been rated “AAA” by Fitch, Inc. (“Fitch”). 6.9 You shall have received the opinion of Xxxxx, Xxxxxx & Xxxxxx, LLP, dated the Closing Date, substantially to the effect set forth in Exhibit B. 6.10 You shall have received from Xxxxxxx Xxxxxxxx & Xxxx llp, counsel to the Depositor, reliance letters with respect to any opinions delivered to Fitch. 6.11 The Depositor shall have furnished to you such further information, certificates and documents as you may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all obligations documents incident thereto shall be in all material respects satisfactory in form and substance, in their reasonable judgment, to you and your counsel. The Depositor will furnish you with conformed copies of the Agent hereunder may be canceled atabove opinions, or at any time prior tocertificates, any Settlement Date or Time of Delivery, letters and documents as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementyou reasonably request.

Conditions to the Obligations of the Agent. The obligations of Agent’s obligation to solicit and receive offers to purchase the Agent under this Agreement and any Terms Agreement Certificates shall be subject to (i) the accuracy of the representations and warranties on the part of the Company Depositor and PHH Mortgage herein, to the Operating Partnership contained herein as accuracy of the Execution Timestatements of officers of the Depositor and PHH Mortgage made pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company Depositor and the Operating Partnership PHH Mortgage of their obligations hereunder and (iii) to the following additional conditionsconditions precedent: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Depositor, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. (b) The Company and the Operating Partnership 6.2 Since September 1, 2006, there shall have requested been no material adverse change (not in the ordinary course of business) in the condition of the Depositor or PHH Mortgage and caused the Company Counsel, to furnish prior to the Agent, on every date specified Closing Date there shall be no prospective change that would have a material adverse effect (not in Section 4(lthe ordinary course of business) in the condition of this Agreement, its written opinions, substantially similar the Depositor or PHH Mortgage. 6.3 The Depositor shall have delivered to the form attached hereto as Annex IIyou a certificate, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLPClosing Date, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this AgreementPresident, a certificate Senior Vice President or a Vice President of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Depositor to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ia) the representations and warranties of the Company Depositor in this Agreement and in the Operating Partnership in Section 2(a) hereof Pooling and Servicing Agreement are true and correct with the same force and effect as though expressly made at and as of such date, in all material respects; (iib) the Company and the Operating Partnership have Depositor has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder or under the Pooling and Servicing Agreement at or prior to such date and the Closing Date; and (iiic) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) 6.4 PHH Mortgage shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of PHH Mortgage to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this AgreementAgreement and that, to the best of his or her knowledge after reasonable investigation, the Agent representations and warranties of PHH Mortgage contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx llp, counsel for the Depositor and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibit A-1, A-2 and A-3. 6.6 You shall have received from Ernst Xxxxxxx, Arps, Slate, Xxxxxxx & Young LLP a letter Xxxx LLP, counsel for the Agent, an opinion dated such date, the Closing Date in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company 6.7 You shall have paid received from Deloitte & Touche LLP, certified public accountants, a letter dated the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein date hereof and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Agent, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “The Mortgage Pool”, “Pooling and Servicing Agreement”, “Description of the Certificates” and “Yield on the Certificates”, and referenced under the heading “Static Pool Information”, agrees with the records of the Depositor and PHH Mortgage or any information provided to Deloitte & Touche LLP by or on behalf of the Depositor excluding any questions of legal interpretation. 6.8 The Certificates shall have been rated “AAA” by Fitch, Inc. (“Fitch”). 6.9 You shall have received the opinion of Xxxxx, Xxxxxx & Xxxxxx, dated the Closing Date, substantially to the effect set forth in Exhibit B. 6.10 You shall have received from Xxxxxxx Xxxxxxxx & Xxxx llp, counsel to the Depositor, reliance letters with respect to any opinions delivered to Fitch. 6.11 The Depositor shall have furnished to you such further information, certificates and documents as you may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all obligations documents incident thereto shall be in all material respects satisfactory in form and substance, in their reasonable judgment, to you and your counsel. The Depositor will furnish you with conformed copies of the Agent hereunder may be canceled atabove opinions, or at any time prior tocertificates, any Settlement Date or Time of Delivery, letters and documents as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementyou reasonably request.

Conditions to the Obligations of the Agent. The obligations obligation of the Agent, as agent of CIBC, to solicit offers to purchase the Securities as agent of CIBC and the obligation of the Agent under this Agreement and to purchase Securities from CIBC as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject to (i) the accuracy as of the Representation Date of the representations and warranties in all material respects (to the extent any such representation or warranty is not otherwise qualified therein) on the part of CIBC herein contained and to the Company and the Operating Partnership contained herein as accuracy of the Execution Timestatements of CIBC’s officers made in any certificate furnished pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance and observance by the Company CIBC of all its covenants and the Operating Partnership of their obligations hereunder agreements herein contained and (iii) to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material Registration Statement (or if a post-effective amendment thereto is required to be filed by the Company pursuant to Rule 433(d) under the Act, such post-effective amendment) shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433become effective; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that such purpose or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus shall have been instituted timely filed with the Commission under the Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with; (ii) there shall not have occurred any downgrading in the rating accorded any debt securities of CIBC by Standard & Poor’s Ratings Group or threatenedXxxxx’x Investors Service, Inc., or any public announcement by either such organization of an intended or potential downgrading; and (iii) there shall have been no material adverse change in the results of operations, financial condition or business of CIBC and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Time of Sale Information and the Prospectus, which, in the judgment of the Agent, makes it impracticable or inadvisable to proceed with the solicitation by the Agent of offers to purchase Securities from CIBC or the purchase by the Agent of Securities from CIBC as principal, as the case may be, on the terms and in the manner contemplated in the Terms Agreement, Registration Statement, the Time of Sale Information and the Prospectus as first amended or supplemented relating to the Securities to be delivered at the relevant Settlement Date. (b) The Company and the Operating Partnership Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel for CIBC, shall have requested and caused the Company Counsel, to furnish furnished to the Agent, on every date specified in Section 4(l) of this Agreement, its Agent their written opinions, substantially similar dated the Commencement Date and each applicable date referred to in Section 5(j) hereof, subject to such exceptions and qualifications as would be customary, to the form attached hereto as Annex II, dated as of such date and addressed to the Agent.effect set forth on Exhibit B. (c) The Agent Xxxxx Xxxxx LLP, United States counsel for CIBC, shall have received from Xxxxxxxx Chance US furnished to the Agent their written opinions, dated the Commencement Date and each applicable date referred to in Section 5(k) hereof, subject to such exceptions and qualifications as would be customary, to the effect set forth on Exhibit C. (d) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, or such opinion or opinions, dated other counsel as of such date shall be reasonably acceptable to CIBC and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require(“Agent’s Disclosure Counsel”), and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them Agent a letter , dated the Commencement Date and each applicable date referred to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k5(i) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such datehereof, in form and substance satisfactory to the Agent with respect to the Registration Statement, the Prospectus, the Time of Sale Information, the Securities and such other matters that the Agent may reasonably request. (e) Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Agent, together or such other counsel as shall be reasonably acceptable to CIBC and the Agent (“Agent’s Counsel”), shall have furnished to the Agent their written opinions, dated the Commencement Date and each applicable date referred to in Section 5(i) hereof, in form and substance satisfactory to the Agent with signed or reproduced copies respect to the Registration Statement, the Prospectus, the Time of Sale Information, the Securities and such letter for other matters that the Agent may reasonably request. (f) Not later than 10:00 a.m., New York City time, on the Commencement Date and on each of applicable date referred to in Section 5(l) hereof, the other Alternative Agents containing Agent shall have received, in form and substance reasonably satisfactory to the Agent, from CIBC’s independent auditors, constituting statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters agents with respect to the financial statements and certain financial information contained in or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus. (fg) Since On or after the respective dates as date hereof or of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, any applicable Terms Agreement there shall not have been occurred any of the following: (i) a suspension or material adverse change limitation in trading in securities generally on the New York Stock Exchange or the Toronto Stock Exchange; (ii) a material disruption in securities settlement, payment or clearance services in the condition United States; (iii) a general moratorium on commercial banking activities in The City of New York or the City of Toronto, declared by either United States federal, New York State, Canadian federal or Ontario provincial authorities, as the case may be; or (iv) an outbreak or escalation of hostilities or other calamity or crisis having an adverse effect on the financial or otherwise) or in the earnings, business affairs or business prospects markets of the Company and its Subsidiaries considered as one enterpriseUnited States of America or Canada, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which isin the case of (i), (ii), (iii) or (iv), in the sole judgment of the Agent, so material and adverse as to make makes it impractical impracticable or inadvisable to proceed with the offering solicitation of offers to purchase Securities or delivery the purchase of the Shares Securities from CIBC as principal pursuant to the applicable Terms Agreement or otherwise, as the case may be, on the terms and in the manner contemplated by in the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment Prospectus as first amended or supplement thereto). (g) The Company shall have paid the required Commission filing fees supplemented relating to the Shares within Securities to be delivered at the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)relevant Settlement Date. (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares CIBC shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided furnished or caused to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have be furnished to the Agent a certificate signed by an executive officer of CIBC dated the Commencement Date and each applicable date referred to in Section 5(m) hereof, to the effect set forth in Section 8(a)(i), (ii) and (iii) above and to the effect that the representations and warranties of CIBC contained in this Agreement are true and correct as of the date of such further information, certificates certificate and documents as that CIBC has complied with all of the Agent may reasonably request. If any agreements and satisfied all of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, on its part to be performed or if any of the opinions and certificates mentioned above satisfied hereunder on or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance prior to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice date of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementcertificate.

Conditions to the Obligations of the Agent. The obligations of Agent’s obligation to solicit and receive offers to purchase the Agent under this Agreement and any Terms Agreement Certificates shall be subject to (i) the accuracy of the representations and warranties on the part of the Company Depositor and PHH Mortgage herein, to the Operating Partnership contained herein as accuracy of the Execution Timestatements of officers of the Depositor and PHH Mortgage made pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company Depositor and the Operating Partnership PHH Mortgage of their obligations hereunder and (iii) to the following additional conditionsconditions precedent: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Depositor, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. (b) The Company and the Operating Partnership 6.2 Since January 1, 2007 there shall have requested been no material adverse change (not in the ordinary course of business) in the condition of the Depositor or PHH Mortgage and caused the Company Counsel, to furnish prior to the Agent, on every date specified Closing Date there shall be no prospective change that would have a material adverse effect (not in Section 4(lthe ordinary course of business) in the condition of this Agreement, its written opinions, substantially similar the Depositor or PHH Mortgage. 6.3 The Depositor shall have delivered to the form attached hereto as Annex IIyou a certificate, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLPClosing Date, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this AgreementPresident, a certificate Senior Vice President or a Vice President of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Depositor to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ia) the representations and warranties of the Company Depositor in this Agreement and in the Operating Partnership in Section 2(a) hereof Pooling and Servicing Agreement are true and correct with the same force and effect as though expressly made at and as of such date, in all material respects; (iib) the Company and the Operating Partnership have Depositor has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder or under the Pooling and Servicing Agreement at or prior to such date and the Closing Date; and (iiic) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) 6.4 PHH Mortgage shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of PHH Mortgage to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this AgreementAgreement and that, to the best of his or her knowledge after reasonable investigation, the Agent representations and warranties of PHH Mortgage contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx llp, counsel for the Depositor and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibit A-1, A-2 and A-3. 6.6 You shall have received from Ernst Xxxxxxx, Arps, Slate, Xxxxxxx & Young LLP a letter Xxxx LLP, counsel for the Agent, an opinion dated such date, the Closing Date in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company 6.7 You shall have paid received from Deloitte & Touche LLP, certified public accountants, a letter dated the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein date hereof and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Agent, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “The Mortgage Pool”, “Pooling and Servicing Agreement”, “Description of the Certificates” and “Yield on the Certificates”, and referenced under the heading “Static Pool Information”, agrees with the records of the Depositor and PHH Mortgage or any information provided to Deloitte & Touche LLP by or on behalf of the Depositor excluding any questions of legal interpretation. 6.8 The Class A-1, Class A-2 and Class A-5 Certificates shall have been rated “AAA” by Fitch, Inc. (“Fitch”). The Class B-2 Certificates shall have been rated “A” by Fitch and the Class B-3 Certificates shall have been rated “BBB” by Fitch. 6.9 You shall have received the opinion of Xxxxx, Xxxxxx & Xxxxxx, dated the Closing Date, substantially to the effect set forth in Exhibit B. 6.10 You shall have received from Xxxxxxx Xxxxxxxx & Xxxx llp, counsel to the Depositor, reliance letters with respect to any opinions delivered to Fitch. 6.11 The Depositor shall have furnished to you such further information, certificates and documents as you may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all obligations documents incident thereto shall be in all material respects satisfactory in form and substance, in their reasonable judgment, to you and your counsel. The Depositor will furnish you with conformed copies of the Agent hereunder may be canceled atabove opinions, or at any time prior tocertificates, any Settlement Date or Time of Delivery, letters and documents as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementyou reasonably request.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement to solicit offers to purchase the Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Applicable TimeClosing Date, Settlement Date and Time to the accuracy of Deliverythe statements of the Company made in any certificates pursuant to the provisions hereof, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further informationthe opinion of Xxxxxxx & Xxxxxx, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the AgentCompany, at 00 Xxxx 00xx Xxxxxxdated the Execution Time, Xxx Xxxxto the effect that: (i) each of the Company and Fleet National Bank (the "Bank") and any other subsidiary or subsidiaries which the Agent may reasonably request (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation or national association in good standing under the laws of the jurisdiction in which it is chartered or organized, Xxx Xxxx 00000with full corporate power and authority to own its properties and conduct its business as described in the Prospectus; the Company is qualified to do business as a foreign corporation under the laws of the State of New York; except as stated above, Attn: Xxxxx X. Xxxxxxxxxnone of the Company or the Bank is required to be qualified to do business as a foreign corporation under the laws of any other jurisdiction; and the Company is registered as a bank holding company under the Bank Holding Company Act of 1956, on each as amended; (ii) all the outstanding shares of capital stock of the Bank and such date Subsidiaries have been duly and validly authorized and issued and are fully paid and (except as provided in this Agreement.12 U.S.C.

Conditions to the Obligations of the Agent. The obligations of ------------------------------------------ the Agent under this Agreement and any Terms Agreement shall to solicit offers to purchase the Notes will be subject to (i) the accuracy of the representations and warranties on the part of the Company and herein, to the Operating Partnership contained herein as accuracy of the Execution Timestatements of the Company's officers made in each certificate furnished pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance and observance by the Company of all covenants and the Operating Partnership of their obligations hereunder agreements herein contained on its part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested furnished to the Agent the opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP and caused Xxxxxx X. Xxx, Vice President, General Counsel and Secretary of the Company Counsel, to furnish (or in either such case other counsel of the Company acceptable to the Agent), on every date specified in Section 4(l) of this Agreementdated the Commencement Date, its written opinions, substantially similar to the form attached hereto as Annex IIeffect set forth in Exhibits C and D, dated as of such date and addressed to the Agentrespectively, hereto. (c) The Agent shall have received from Xxxxxxxx Chance US LLPXxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion Agent (or opinions, dated as of such date and addressed other counsel acceptable to the Agent), with respect an opinion dated the Commencement Date to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matterseffect set forth in Exhibit E hereto. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company and the Operating PartnershipCompany, signed by the chief executive officer, president President or vice president the Vice President and Treasurer of the Company and (or another officer acceptable to the chief financial or chief accounting officer of Agent), dated the Company Commencement Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the Prospectus, as amended and supplemented as of the date of such certificate, and this Agreement and that: (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof this Agreement are true and correct in all material respects on and as of the date of such certificate with the same force and effect as though expressly if made at and as on the date of such date, (ii) certificate and the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date and the obligations of the Agent under this Agreement; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, have been contemplated; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, as amended and supplemented, there has been no material adverse change, or any development involving a prospective change, in or affecting the financial condition, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, nor any material change in the debt maturing more than one year after the date of issue of the Company and its consolidated subsidiaries, other than those reflected in or contemplated by the CommissionProspectus, as amended and supplemented as of the date of the certificate. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP shall have furnished to the Agent a letter or letters, dated such datethe Commencement Date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each confirming that they are independent accountants within the meaning of the other Alternative Agents containing statements Act and information the Exchange Act and the respective applicable published rules and regulations thereunder, that the response to Item 10 of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement is correct insofar as it relates to them and to the Prospectuseffect set forth in Exhibit F hereto. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably requestrequest from time to time. If Any certificate signed by any officer of the conditions specified in this Section 6 shall not have been fulfilled when Company and as provided in this Agreement, delivered to [Addressee] or if any its counsel and delivered explicitly pursuant to the terms of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form deemed a representation and substance a warranty by the Company to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery[Addressee] as to matters covered thereby, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementif set forth herein.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement to solicit offers to purchase the Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus relating to the Notes is filed with the Commission and as of each Applicable TimeClosing Date, Settlement Date and Time to the accuracy of Deliverythe statements of the Company made in any certificates pursuant to the provisions hereof, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish furnished to the AgentAgent the opinions of LeBoeuf, on every date specified in Section 4(l) of this AgreementLamb, its written opinionsGreene & MacRae, substantially similar to the form attached hereto as Annex IIL.L.P., counsel tx xxx Comxxxx xnd Robert W. Stahman, Esq., Genexxx Xxxxxxx xxx xxx Xxmpany, dated as the Execution Time substantially in the forms of such date Exhibits D and addressed to the AgentE hereto. (c) The Agent shall have received from Xxxxxxxx Chance US LLPSullivan & Cromwell, counsel for the Agentits counxxx, on every date specified in Section 4(m) of this Agreement, such opinion or xxxh oxxxxxx xr opinions, dated as of such date and addressed to the AgentExecution Time, with respect to the issuance and sale incorporation of the SharesCompany, the validity of the Indenture and the Notes, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. In rendering their opinions, Sullivan & Cromwell may rely xxxx xxx opinion described above of Robert W. Stahman, Esq., General Cxxxxxx xxx xxx Company, as to all matters of Idaho law. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company and the Operating PartnershipCompany, signed by the chief executive officer, president or vice president Chairman of the Company and Board or the chief President or the principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that that: (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof this Agreement are true and correct in all material respects on and as of the date hereof with the same force and effect as though expressly if made at on the date hereof and as of such date, (ii) the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date and the obligation of the Agent to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commission.threatened; and (eiii) On every since the date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing most recent audited financial statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries subsidiaries considered as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Prospectus. (ge) The Company At the Execution Time, Deloitte & Touche shall have paid the required Commission filing fees relating furnished to the Shares within Agent a letter or letters (which may refer to letters previously delivered to the time period required by Rule 456(b)(1)(i) Agent), dated as of the Act without regard Execution Time to the proviso therein and otherwise effect set forth in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)Exhibit C hereto. (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (kf) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company and the Operating Partnership shall have furnished to the Agent such further information, documents and certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agent and counsel for the Agentits counsel, this Agreement and all obligations of the Agent hereunder may be canceled at, or cancelled at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of Xxxxxxxx Chance US LLPLeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxxfxx xxx Coxxxxx, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agent. The Agent’s obligations to solicit offers to purchase Warrants as agent of the Agent under this Agreement and Company, the Agent’s obligation to purchase Warrants as principal pursuant to any Terms Agreement shall or otherwise, and the obligation of any other Agent to purchase Warrants from the Company will be subject to (i) the accuracy in all material respects of the representations and warranties on the part of the Company and the Operating Partnership contained Guarantor herein as contained, to the accuracy of the Execution Time, statements of the officers of the Company and the Guarantor made in each Representation Date, certificate furnished pursuant to the provisions hereof and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance and observance by the Company and the Operating Partnership Guarantor of all covenants and agreements herein contained on their part to be performed and observed (in the case of the Agent’s obligations hereunder to solicit offers to purchase Warrants, at the time of such solicitation, and, in the case of any Purchaser’s obligation to purchase Warrants, at the time the Company accepts the offer to purchase such Warrants and at the time of purchase) and (iiiin each case) to the following additional conditionsconditions precedent when and as specified: (a) On the corresponding Settlement Date: (i) The Prospectus, and any supplement supplements thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act), shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there There shall not have been occurred any material adverse change change, or any development involving a prospective change, in or affecting the condition (financial or otherwise) or in the ), earnings, business affairs or business prospects properties of the Company Company, the Guarantor and its Subsidiaries considered their respective subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus and any Pricing Supplements (exclusive of any amendment or supplement thereto) the effect of which which, in any case referred to above, is, in the sole judgment of the AgentAgent after consultation with the Company, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Warrants as contemplated by the Registration Statement (exclusive Prospectus, as amended or supplemented, except, in the case of any amendment thereof) purchase of Warrants by the Agent as principal, as disclosed to the Agent in writing by the Company and the Disclosure Package (exclusive of any amendment or supplement thereto)Guarantor before the Company accepted the offer to purchase such Warrants. (giii) The Company With respect to the Warrants: There shall not have occurred any (x) suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of the Guarantor’s common stock by the Commission or the New York Stock Exchange, (y) declaration of a general moratorium on commercial banking activities by either federal or New York state authorities or exchange controls shall have paid been imposed by the required Commission filing fees relating United States or (z) any outbreak or escalation of hostilities, any declaration by the United States of war or national emergency or other calamity or crisis the effect of which on financial markets is such to as to make it, in the Shares within Agent’s sole judgment, after consultation with the time period required by Rule 456(b)(1)(i) Company, impracticable or inadvisable to proceed with the offering of the Act without regard Warrants as contemplated by the Prospectus, as amended or supplemented, except, in the case of any purchase of Warrants by the Agent as principal, for any such event occurring before the Company accepted the offer to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)purchase such Warrants. (hiv) Between the Execution Time and the time of any sale of Shares through the Agent, there There shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s senior or subordinated debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act)) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, except as disclosed to the Agent in writing by the Company and the Guarantor before the Company accepted the offer to purchase such Warrants. (b) On the Commencement Date and, if called for by any agreement by the Agent to purchase Warrants as principal, on the corresponding Settlement Date: (i) FINRA The Company and the Guarantor shall not have raised any objection with respect furnished to the fairness and reasonableness Agent the opinion of the terms General Counsel, Finance and arrangements under this Capital Markets of the Guarantor (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agent) on the Commencement Date, and, on the Settlement Date will furnish the opinion of the General Counsel, Finance and Capital Markets of the Guarantor (or other counsel for the Company and/or the Guarantor reasonably acceptable to the Agent) and, if called for by a Terms Agreement, the opinion of other counsel, dated the Commencement Date or the Settlement Date, as the case may be, to the effect set forth in Exhibit G hereto. (jii) The Shares Agent shall have been listed and admitted and authorized received from Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, counsel for trading on the NYSE, and satisfactory evidence of such actions shall have been provided Agent (or other counsel reasonably acceptable to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership Guarantor), an opinion dated the Commencement Date or the Settlement Date, as the case may be, to the effect set forth in Exhibit H hereto. (iii) The Company and the Guarantor shall have furnished to the Agent a certificate of the Company and the Guarantor, signed by (A) on behalf of the Company: the Chairman, the President or any Vice President and by the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary and (B) on behalf of the Guarantor: the Chairman, any Vice Chairman, the President, any Vice President, Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Controller or any Deputy Controller and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (or another officer or officers acceptable to the Agent), dated the Commencement Date or the Settlement Date, as the case may be, to the effect that each signatory of such certificate has carefully examined the Registration Statement, as amended as of the date of such certificate, the Prospectus, as amended and supplemented as of the date of such certificate, the Disclosure Package and this Agreement and that: (A) the respective representations and warranties of the Company and the Guarantor in this Agreement are true and correct on and as of the date of such certificate with the same effect as if made on the date of such certificate and the Company and the Guarantor have complied in all material respects with all the respective agreements and satisfied all the conditions on their part to be performed or satisfied as a condition to the obligations of the Agent under this Agreement; (B) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to their knowledge, have been threatened or communicated by the Commission to the Company or the Guarantor as being contemplated by it under the Securities Act; and (C) since the date of the most recent financial statements included in the Prospectus or the Disclosure Package, each as amended and supplemented, there has been no material adverse change in the consolidated financial condition or results of operations of the Guarantor and its subsidiaries, taken as a whole, which is not disclosed in the Prospectus or the Disclosure Package, as amended or supplemented. (iv) KPMG LLP or another nationally recognized independent registered public accounting firm shall have furnished to the Agent a letter or letters, dated the Commencement Date or the Settlement Date, as the case may be, in form and substance reasonably satisfactory to the Agent, to the effect set forth in Exhibit I and Exhibit J hereto. (v) The Company and the Guarantor shall have furnished to the Agent such appropriate further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of Cxxxxx Xxxxxxxx Chance US Xxxxx & Hxxxxxxx LLP, counsel for the Agent, at 00 Xxxx 00xx XxxxxxOxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxxon the Commencement Date or the Settlement Date, on each such date as provided in this Agreementthe case may be.

Conditions to the Obligations of the Agent. The obligations of Agent’s obligation to solicit and receive offers to purchase the Agent under this Agreement and any Terms Agreement Certificates shall be subject to (i) the accuracy of the representations and warranties on the part of the Company Depositor and PHH Mortgage herein, to the Operating Partnership contained herein as accuracy of the Execution Timestatements of officers of the Depositor and PHH Mortgage made pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company Depositor and the Operating Partnership PHH Mortgage of their obligations hereunder and (iii) to the following additional conditionsconditions precedent: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Depositor, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. (b) The Company and the Operating Partnership 6.2 Since August 1, 2007 there shall have requested been no material adverse change (not in the ordinary course of business) in the condition of the Depositor or PHH Mortgage and caused the Company Counsel, to furnish prior to the Agent, on every date specified Closing Date there shall be no prospective change that would have a material adverse effect (not in Section 4(lthe ordinary course of business) in the condition of this Agreement, its written opinions, substantially similar the Depositor or PHH Mortgage. 6.3 The Depositor shall have delivered to the form attached hereto as Annex IIyou a certificate, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLPClosing Date, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this AgreementPresident, a certificate Senior Vice President or a Vice President of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Depositor to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ia) the representations and warranties of the Company Depositor in this Agreement and in the Operating Partnership in Section 2(a) hereof Pooling and Servicing Agreement are true and correct with the same force and effect as though expressly made at and as of such date, in all material respects; (iib) the Company and the Operating Partnership have Depositor has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder or under the Pooling and Servicing Agreement at or prior to such date and the Closing Date; and (iiic) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) 6.4 PHH Mortgage shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of PHH Mortgage to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this AgreementAgreement and that, to the best of his or her knowledge after reasonable investigation, the Agent representations and warranties of PHH Mortgage contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx llp, counsel for the Depositor and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibits A-1, A-2 and A-3. 6.6 You shall have received from Ernst Xxxxxxx, Arps, Slate, Xxxxxxx & Young LLP a letter Xxxx LLP, counsel for the Agent, an opinion dated such date, the Closing Date in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company 6.7 You shall have paid received from Deloitte & Touche LLP, certified public accountants, a letter dated the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein date hereof and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Agent, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “The Mortgage Pool”, “Pooling and Servicing Agreement”, “Description of the Certificates” and “Yield on the Certificates”, and referenced under the heading “Static Pool Information”, agrees with the records of the Depositor and PHH Mortgage or any information provided to Deloitte & Touche LLP by or on behalf of the Depositor excluding any questions of legal interpretation. 6.8 The Class A-1, Class A-2, Class A-3 and Class A-4 Certificates shall have been rated “AAA” by Fitch, Inc. (“Fitch”). 6.9 You shall have received the opinion of Xxxxx, Xxxxxx & Xxxxxx, LLP, dated the Closing Date, substantially to the effect set forth in Exhibit B. 6.10 You shall have received from Xxxxxxx Xxxxxxxx & Xxxx llp, counsel to the Depositor, reliance letters with respect to any opinions delivered to Fitch. 6.11 The Depositor shall have furnished to you such further information, certificates and documents as you may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all obligations documents incident thereto shall be in all material respects satisfactory in form and substance, in their reasonable judgment, to you and your counsel. The Depositor will furnish you with conformed copies of the Agent hereunder may be canceled atabove opinions, or at any time prior tocertificates, any Settlement Date or Time of Delivery, letters and documents as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementyou reasonably request.

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement to solicit offers to purchase the Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus relating to the Notes is filed with the Commission and as of each Applicable TimeClosing Date, Settlement Date and Time to the accuracy of Deliverythe statements of the Company made in any certificates pursuant to the provisions hereof, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish furnished to the AgentAgent the opinions of LeBoeuf, on every date specified in Section 4(l) of this AgreementLamb, its written opinionsGreene & MacRae, substantially similar to the form attached hereto as Annex IIX.X.X., xxxxsex xx xhe Xxxxxxy and Robert W. Stahman, Esq., Generax Xxxxxxx xxx xxx Company, dated as the Execution Time substantially in the forms of such date Exhibits D and addressed to the AgentE hereto. (c) The Agent shall have received from Xxxxxxxx Chance US LLPSullivan & Cromwell, counsel for the Agentfox xxx Xxent, on every date specified in Section 4(m) of this Agreement, such opinion xxxx xpinion or opinions, dated as of such date and addressed to the AgentExecution Time, with respect to the issuance and sale incorporation of the SharesCompany, the validity of the Indenture and the Notes, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. In rendering their opinions, Sullivan & Cromwell may rely upxx xxx xpinxxx xxxxribed above of Robert W. Stahman, Esq., Generax Xxxxxxx xxx xxx Company, as to all matters of Idaho, Montana, Nevada, Oregon and Wyoming law. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company and the Operating PartnershipCompany, signed by the chief executive officer, president or vice president Chairman of the Company and Board or the chief President or the principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that that: (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof this Agreement are true and correct in all material respects on and as of the date hereof with the same force and effect as though expressly if made at on the date hereof and as of such date, (ii) the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date and the obligation of the Agent to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commission.threatened; and (eiii) On every since the date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing most recent audited financial statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries subsidiaries considered as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Prospectus. (ge) The Company At the Execution Time, Deloitte & Touche shall have paid the required Commission filing fees relating furnished to the Shares within Agent a letter or letters (which may refer to letters previously delivered to the time period required by Rule 456(b)(1)(i) Agent), dated as of the Act without regard Execution Time to the proviso therein and otherwise effect set forth in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)Exhibit C hereto. (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (kf) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company and the Operating Partnership shall have furnished to the Agent such further information, documents and certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Agent and counsel for the Agentits counsel, this Agreement and all obligations of the Agent hereunder may be canceled at, or cancelled at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of Xxxxxxxx Chance US LLPLeBoeuf, counsel for Lamb, Greene & MacRae, L.L.P., counsex xxx the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. XxxxxxxxxXxxxxny, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agent. The obligations of Agent’s obligation to solicit and receive offers to purchase the Agent under this Agreement and any Terms Agreement Certificates shall be subject to (i) the accuracy of the representations and warranties on the part of the Company Depositor and PHH Mortgage herein, to the Operating Partnership contained herein as accuracy of the Execution Timestatements of officers of the Depositor and PHH Mortgage made pursuant to the provisions hereof, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company Depositor and the Operating Partnership PHH Mortgage of their obligations hereunder and (iii) to the following additional conditionsconditions precedent: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no 6.1 No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued be in effect, and no proceedings for that purpose shall be pending or, to the knowledge of the Depositor, threatened by the Commission; and the Prospectus Supplement shall have been instituted filed or threatenedtransmitted for filing, by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b) under the Act. (b) The Company and the Operating Partnership 6.2 Since June 1, 2006, there shall have requested been no material adverse change (not in the ordinary course of business) in the condition of the Depositor or PHH Mortgage and caused the Company Counsel, to furnish prior to the Agent, on every date specified Closing Date there shall be no prospective change that would have a material adverse effect (not in Section 4(lthe ordinary course of business) in the condition of this Agreement, its written opinions, substantially similar the Depositor or PHH Mortgage. 6.3 The Depositor shall have delivered to the form attached hereto as Annex IIyou a certificate, dated as of such date and addressed to the Agent. (c) The Agent shall have received from Xxxxxxxx Chance US LLPClosing Date, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this AgreementPresident, a certificate Senior Vice President or a Vice President of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Depositor to the effect that the signer of such certificate has examined this Agreement, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or her knowledge after reasonable investigation: (ia) the representations and warranties of the Company Depositor in this Agreement and in the Operating Partnership in Section 2(a) hereof Pooling and Servicing Agreement are true and correct with the same force and effect as though expressly made at and as of such date, in all material respects; (iib) the Company and the Operating Partnership have Depositor has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder or under the Pooling and Servicing Agreement at or prior to such date and the Closing Date; and (iiic) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) 6.4 PHH Mortgage shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing Director or a Director of PHH Mortgage to the effect that the signer of such certificate has examined the Pooling and Servicing Agreement and this AgreementAgreement and that, to the best of his or her knowledge after reasonable investigation, the Agent representations and warranties of PHH Mortgage contained in the Pooling and Servicing Agreement and in this Agreement are true and correct in all material respects. 6.5 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx llp, counsel for the Depositor and the Master Servicer, dated the Closing Date and substantially to the effect set forth in Exhibit A-1, A-2 and A-3. 6.6 You shall have received from Ernst Xxxxxxx, Arps, Slate, Xxxxxxx & Young LLP a letter Xxxx LLP, counsel for the Agent, an opinion dated such date, the Closing Date in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company 6.7 You shall have paid received from Deloitte & Touche LLP, certified public accountants, a letter dated the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein date hereof and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent’s counsel, to the effect that they have performed certain specified procedures, all of which have been agreed to by the Agent, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “The Mortgage Pool”, “Pooling and Servicing Agreement”, “Description of the Certificates” and “Yield on the Certificates”, and referenced under the heading “Static Pool Information”, agrees with the records of the Depositor and PHH Mortgage or any information provided to Deloitte & Touche LLP by or on behalf of the Depositor excluding any questions of legal interpretation. 6.8 The Certificates shall have been rated “AAA” by Fitch, Inc. (“Fitch”). 6.9 You shall have received the opinion of Xxxxx, Xxxxxx & Xxxxxx, dated the Closing Date, substantially to the effect set forth in Exhibit B. 6.10 You shall have received from Xxxxxxx Xxxxxxxx & Xxxx llp, counsel to the Depositor, reliance letters with respect to any opinions delivered to Fitch. 6.11 The Depositor shall have furnished to you such further information, certificates and documents as you may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement and all obligations documents incident thereto shall be in all material respects satisfactory in form and substance, in their reasonable judgment, to you and your counsel. The Depositor will furnish you with conformed copies of the Agent hereunder may be canceled atabove opinions, or at any time prior tocertificates, any Settlement Date or Time of Delivery, letters and documents as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxxxx Chance US LLP, counsel for the Agent, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxxxxx, on each such date as provided in this Agreementyou reasonably request.