Common use of Delivery of the Release Clause in Contracts

Delivery of the Release. (a) The Custodian shall hold all Releases of Security delivered to it as Custodial Documents in accordance with the terms of the Custodial Agreement and this Agreement, provided that to the extent of any inconsistency between the terms of this Agreement and the terms of the Custodial Agreement, the terms of this Agreement will govern. Subject to making available the Releases of Security to the Asset Monitor or CMHC in accordance with the terms of the Custodial Agreement (provided that the Custodian shall not permit copies to be made of the Releases of Security without the prior written consent of the relevant Seller) and delivering such Releases of Security to any replacement Custodian in accordance with the terms of the Custodial Agreement, the Custodian shall deliver any such Release of Security solely in accordance with this Section 5.2. (b) Following the receipt of (i) a notice from the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or a notice from a Replacement Servicer delivered pursuant to corresponding provisions of the servicing agreement with such Replacement Servicer, or (ii) such other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice which evidence may be provided concurrently with a request by a beneficial owner (or owner) pursuant to this Section 5.2(b), any beneficial owner (or owner) of Guarantor Purchased Loans forming part of the affected Related Loans identified in the notice that is a party to this Agreement may deliver a request in writing to the Custodian and each other beneficial owner (or owner) of such affected Related Loans party to this Agreement requesting delivery by the Custodian of the Release of Security in respect of the Shared Security for such Related Loans and identifying the Independent Legal Counsel (as such term is used in the CMHC Guide) that is to deliver the Release Opinion (as defined below). (c) Provided that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is acceptable to the Custodian, the party delivering a request pursuant to Section 5.2(b) in respect of the affected Related Loans identified in such notice shall engage such Independent Legal Counsel to provide a legal opinion (“Release Opinion”) addressed to the Custodian and each of the holders of the affected Related Loans, in form and substance satisfactory to the Custodian, confirming that in respect of the affected Related Loans: (i) (A) a notice was properly given by the Servicer to the Custodian pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (B) the Custodian has been given other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice; and (ii) a request to deliver the Release of Security in respect of the affected Related Loans that complies with Section 5.2(b) has been properly given to the Custodian; (iii) the relevant Seller or any beneficial owner (or owner) of Seller Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans has provided advice to the Servicer in respect of the affected Related Loans that breaches or causes a breach of Sections 2.2, 2.4, 3.1 or 3.5, or otherwise breached Sections 2.2, 2.4, 3.1 or 3.5, which breach has not been remedied or advice withdrawn, as applicable, by the person responsible for such breach or that provided such advice, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice of such breach or such advice having been received from the Servicer or any Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (iv) any Seller Retained Loan forming part of the affected Related Loans has been sold, transferred or assigned to a Person that has not executed and delivered (A) a counterpart to this Agreement to the parties to this Agreement substantially in the form of Exhibit B agreeing to be bound by the obligations of the relevant Seller under this Agreement with respect to such affected Seller Retained Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such affected Seller Retained Loan to be held as a Release of Security under this Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (v) the relevant Seller or any beneficial owner (or owner) of Seller Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans has commenced a challenge to the validity, legality or enforceability of Sections 2.2, 2.4, 3.1 or 3.5 in relation to any affected Related Loans in legal proceedings before a court of competent jurisdiction. Any such opinion of the Independent Legal Counsel shall be binding on the parties to this Agreement absent manifest error. A Release Opinion may assume or rely upon the accuracy of factual matters set out in the notice delivered by the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer, absent manifest error, and on matters of fact from appropriate officers or directors of a person reasonably expected to have knowledge of such matters. In the event that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is not acceptable to the Custodian, the Custodian and the party that delivered such notice shall cooperate to promptly select an Independent Legal Counsel satisfactory to each of them and provide notice to each other beneficial owner (or owner) of the affected Related Loans of the Independent Legal Counsel selected to provide the Release Opinion. (d) Upon receipt of a Release Opinion, the Custodian shall provide the Release of Security in respect of the Shared Security for the affected Related Loans specified in the Release Opinion to the beneficial owner (or owner) of the Guarantor Purchased Loans forming part of such Related Loans. (e) Prior to delivering any Release of Security pursuant to Section 5.2(d), the Custodian shall redact from the schedule of Loans to such Release of Security information in respect of those Loans and their Shared Security which are not affected Related Loans specified in the relevant Release Opinion. (f) No party to this Agreement shall use or allow any person on its behalf to use, deliver, register, deposit with, or cause any person to rely on any Release of Security in respect of any Shared Security for which no Release Opinion has been delivered. (g) Any Seller may provide notice to the Guarantor, Bond Trustee and Custodian from time to time that it desires to replace one or more applicable Releases of Security held by the Custodian from time to time to remove any Guarantor Purchased Loans that have been repaid in full or purchased by such Seller and the parties hereto shall cooperate with any such Seller in facilitating such replacement. The Custodian shall hold any replacement Release of Security delivered in accordance with this Section 5.2(g) in accordance with this Section 5.2. (h) Any party to this Agreement that has received a Release of Security from the Custodian pursuant to Section 5.2 shall deliver such Release of Security to the party that purchases the Guarantor Purchased Loans related to the Shared Security to which such Release of Security relates.

Delivery of the Release. ‌ (a) The Custodian shall hold all Releases of Security delivered to it as Custodial Documents in accordance with the terms of the Custodial Agreement and this Agreement, provided that to the extent of any inconsistency between the terms of this Agreement and the terms of the Custodial Agreement, the terms of this Agreement will govern. Subject to making available the Releases of Security to the Asset Monitor or CMHC in accordance with the terms of the Custodial Agreement (provided that the Custodian shall not permit copies to be made of the Releases of Security without the prior written consent of the relevant Seller) and delivering such Releases of Security to any replacement Custodian in accordance with the terms of the Custodial Agreement, the Custodian shall deliver any such Release of Security solely in accordance with this Section 5.2. (b) Following the receipt of (i) a notice from the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or a notice from a Replacement Servicer delivered pursuant to corresponding provisions of the servicing agreement with such Replacement Servicer, or (ii) such other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice which evidence may be provided concurrently with a request by a beneficial owner (or owner) pursuant to this Section 5.2(b), any beneficial owner (or owner) of Guarantor Purchased Loans forming part of the affected Related Loans identified in the notice that is a party to this Agreement may deliver a request in writing to the Custodian and each other beneficial owner (or owner) of such affected Related Loans party to this Agreement requesting delivery by the Custodian of the Release of Security in respect of the Shared Security for such Related Loans and identifying the Independent Legal Counsel (as such term is used in the CMHC Guide) that is to deliver the Release Opinion (as defined below).below).‌ (c) Provided that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is acceptable to the Custodian, the party delivering a request pursuant to Section 5.2(b) in respect of the affected Related Loans identified in such notice shall engage such Independent Legal Counsel to provide a legal opinion (“Release Opinion”) addressed to the Custodian and each of the holders of the affected Related Loans, in form and substance satisfactory to the Custodian, confirming that in respect of the affected Related Loans: (i) (A) a notice was properly given by the Servicer to the Custodian pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (B) the Custodian has been given other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice; and; (ii) a request to deliver the Release of Security in respect of the affected Related Loans that complies with Section 5.2(b) has been properly given to the Custodian; (iii) the relevant Seller or any beneficial owner (or owner) of Seller Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans has provided advice to the Servicer in respect of the affected Related Loans that breaches or causes a breach of Sections 2.2, 2.4, 3.1 or 3.5, or otherwise breached Sections 2.2, 2.4, 3.1 or 3.5, which breach has not been remedied or advice withdrawn, as applicable, by the person responsible for such breach or that provided such advice, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice of such breach or such advice having been received from the Servicer or any Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or; (iv) any Seller Retained Loan forming part of the affected Related Loans has been sold, transferred or assigned to a Person that has not executed and delivered (A) a counterpart to this Agreement to the parties to this Agreement substantially in the form of Exhibit B agreeing to be bound by the obligations of the relevant Seller under this Agreement with respect to such affected Seller Retained Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such affected Seller Retained Loan to be held as a Release of Security under this Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (v) the relevant Seller or any beneficial owner (or owner) of Seller Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans has commenced a challenge to the validity, legality or enforceability of Sections 2.2, 2.4, 3.1 or 3.5 in relation to any affected Related Loans in legal proceedings before a court of competent jurisdiction. Any such opinion of the Independent Legal Counsel shall be binding on the parties to this Agreement absent manifest error. A Release Opinion may assume or rely upon the accuracy of factual matters set out in the notice delivered by the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer, absent manifest error, and on matters of fact from appropriate officers or directors of a person reasonably expected to have knowledge of such matters. In the event that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is not acceptable to the Custodian, the Custodian and the party that delivered such notice shall cooperate to promptly select an Independent Legal Counsel satisfactory to each of them and provide notice to each other beneficial owner (or owner) of the affected Related Loans of the Independent Legal Counsel selected to provide the Release Opinion. (d) Upon receipt of a Release Opinion, the Custodian shall provide the Release of Security in respect of the Shared Security for the affected Related Loans specified in the Release Opinion to the beneficial owner (or owner) of the Guarantor Purchased Loans forming part of such Related Loans.Loans.‌ (e) Prior to delivering any Release of Security pursuant to Section 5.2(d), the Custodian shall redact from the schedule of Loans to such Release of Security information in respect of those Loans and their Shared Security which are not affected Related Loans specified in the relevant Release Opinion. (f) No party to this Agreement shall use or allow any person on its behalf to use, deliver, register, deposit with, or cause any person to rely on any Release of Security in respect of any Shared Security for which no Release Opinion has been delivered. (g) Any Seller may provide notice to the Guarantor, Bond Trustee and Custodian from time to time that it desires to replace one or more applicable Releases of Security held by the Custodian from time to time to remove any Guarantor Purchased Loans that have been repaid in full or purchased by such Seller and the parties hereto shall cooperate with any such Seller in facilitating such replacement. The Custodian shall hold any replacement Release of Security delivered in accordance with this Section 5.2(g) in accordance with this Section 5.2.5.2.‌ (h) Any party to this Agreement that has received a Release of Security from the Custodian pursuant to Section 5.2 shall deliver such Release of Security to the party that purchases the Guarantor Purchased Loans related to the Shared Security to which such Release of Security relates.

Delivery of the Release. (a) The Custodian shall hold all Releases of Security delivered to it as Custodial Documents in accordance with the terms of the Custodial Agreement and this Agreement, provided that to the extent of any inconsistency between the terms of this Agreement and the terms of the Custodial Agreement, the terms of this Agreement will govern. Subject to making available the Releases of Security to the Asset Monitor or CMHC in accordance with the terms of the Custodial Agreement (provided that the Custodian shall not permit copies to be made of the Releases of Security without the prior written consent of the relevant SellerBank) and delivering such Releases of Security to any replacement Custodian in accordance with the terms of the Custodial Agreement, the Custodian shall deliver any such Release of Security solely in accordance with this Section 5.2. (b) Following the receipt of (i) a notice from the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or a notice from a Replacement Servicer delivered pursuant to corresponding provisions of the servicing agreement with such Replacement Servicer, or (ii) such other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice which evidence may be provided concurrently with a request by a beneficial owner (or owner) pursuant to this Section 5.2(b), any beneficial owner (or owner) of Guarantor LP Purchased Loans forming part of the affected Related Loans identified in the notice that is a party to this Agreement may deliver a request in writing to the Custodian and each other beneficial owner (or owner) of such affected Related Loans party to this Agreement requesting delivery by the Custodian of the Release of Security in respect of the Shared Security for such Related Loans and identifying the Independent Legal Counsel (as such term is used in the CMHC Guide) that is to deliver the Release Opinion (as defined below). (c) Provided that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is acceptable to the Custodian, the party delivering a request pursuant to Section 5.2(b) in respect of the affected Related Loans identified in such notice shall engage such Independent Legal Counsel to provide a legal opinion (“Release Opinion”) addressed to the Custodian and each of the holders of the affected Related Loans, in form and substance satisfactory to the Custodian, confirming that in respect of the affected Related Loans: (i) (A) a notice was properly given by the Servicer to the Custodian pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (B) the Custodian has been given other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice; and (ii) a request to deliver the Release of if Security in respect of the affected Related Loans that complies with Section 5.2(b) has been properly given to the Custodian; (iii) the relevant Seller Bank or any beneficial owner (or owner) of Seller Bank Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Bank Retained Loans has provided advice to the Servicer in respect of the affected Related Loans that breaches or causes a breach of Sections 2.2, 2.4, 3.1 or 3.5, or otherwise breached Sections 2.2, 2.4, 3.1 or 3.5, which breach has not been remedied or advice withdrawn, as applicable, by the person responsible for such breach or that provided such advice, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice of such breach or such advice having been received from the Servicer or any Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (iv) any Seller Bank Retained Loan forming part of the affected Related Loans has been sold, transferred or assigned to a Person that has not executed and delivered (A) a counterpart to this Agreement to the parties to this Agreement substantially in the form of Exhibit B agreeing to be bound by the obligations of the relevant Seller Bank under this Agreement with respect to such affected Seller Bank Retained Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such affected Seller Bank Retained Loan to be held as a Release of Security under this Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (v) the relevant Seller Bank or any beneficial owner (or owner) of Seller Bank Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Bank Retained Loans has commenced a challenge to the validity, legality or enforceability of Sections 2.2, 2.4, 3.1 or 3.5 in relation to any affected Related Loans in legal proceedings before a court of competent jurisdiction. Any such opinion of the Independent Legal Counsel shall be binding on the parties to this Agreement absent manifest error. A Release Opinion may assume or rely upon the accuracy of factual matters matter’s set out in the notice delivered by the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer, absent manifest error, and on matters of fact from appropriate officers or directors of a person reasonably expected to have knowledge of such matters. In the event that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is not acceptable to the Custodian, the Custodian and the party that delivered such notice shall cooperate to promptly select an Independent Legal Counsel satisfactory to each of them and provide notice to each other beneficial owner (or owner) of the affected Related Loans of the Independent Legal Counsel selected to provide the Release Opinion. (d) Upon receipt of a Release Opinion, the Custodian shall provide the Release of Security in respect of the Shared Security for the affected Related Loans specified in the Release Opinion to the beneficial owner (or owner) of the Guarantor LP Purchased Loans forming part of such Related Loans. (e) Prior to delivering any Release of Security pursuant to Section 5.2(d), the Custodian shall redact from the schedule of Loans to such Release of Security information in respect of those Loans and their Shared Security which are not affected Related Loans specified in the relevant Release Opinion. (f) No party to this Agreement shall use or allow any person on its behalf to use, deliver, register, deposit with, or cause any person to rely on any Release of Security in respect of any Shared Security for which no Release Opinion has been delivered. (g) Any Seller The Bank may provide notice to the GuarantorGuarantor LP, Bond Trustee and Custodian from time to time that it desires to replace one or more applicable Releases of Security held by the Custodian from time to time to remove any Guarantor LP Purchased Loans that have been repaid in full or purchased by such Seller the Bank and the parties hereto shall cooperate with any such Seller the Bank in facilitating such replacement. The Custodian shall hold any replacement Release of Security delivered in accordance with this Section 5.2(g) in accordance with this Section 5.2. (h) Any party to this Agreement that has received a Release of Security from the Custodian pursuant to Section 5.2 shall deliver such Release of Security to the party that purchases the Guarantor LP Purchased Loans related to the Shared Security to which such Release of Security relates.

Delivery of the Release. (a) The Custodian shall hold all Releases of Security delivered to it as Custodial Documents in accordance with the terms of the Custodial Agreement and this Agreement, provided that to the extent of any inconsistency between the terms of this Agreement and the terms of the Custodial Agreement, the terms of this Agreement will govern. Subject to making available the Releases of Security to the Asset Monitor or CMHC in accordance with the terms of the Custodial Agreement (provided that the Custodian shall not permit copies to be made of the Releases of Security without the prior written consent of the relevant Seller) and delivering such Releases of Security to any replacement Custodian in accordance with the terms of the Custodial Agreement, the Custodian shall deliver any such Release of Security solely in accordance with this Section 5.2. (b) Following the receipt of (i) a notice from the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or a notice from a Replacement Servicer delivered pursuant to corresponding provisions of the servicing agreement with such Replacement Servicer, or (ii) such other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice which evidence may be provided concurrently with a request by a beneficial owner (or owner) pursuant to this Section 5.2(b), any beneficial owner (or owner) of Guarantor Purchased Loans forming part of the affected Related Loans identified in the notice that is a party to this Agreement may deliver a request in writing to the Custodian and each other beneficial owner (or owner) of such affected Related Loans party to this Agreement requesting delivery by the Custodian of the Release of Security in respect of the Shared Security for such Related Loans and identifying the Independent Legal Counsel (as such term is used in the CMHC Guide) that is to deliver the Release Opinion (as defined below). (c) Provided that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is acceptable to the Custodian, the party delivering a request pursuant to Section 5.2(b) in respect of the affected Related Loans identified in such notice shall engage such Independent Legal Counsel to provide a legal opinion (“Release Opinion”) addressed to the Custodian and each of the holders of the affected Related Loans, in form and substance satisfactory to the Custodian, confirming that in respect of the affected Related Loans: (i) (A) a notice was properly given by the Servicer to the Custodian pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (B) the Custodian has been given other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice; and; (ii) a request to deliver the Release of Security in respect of the affected Related Loans that complies with Section 5.2(b) has been properly given to the Custodian; (iii) the relevant Seller or any beneficial owner (or owner) of Seller Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans has provided advice to the Servicer in respect of the affected Related Loans that breaches or causes a breach of Sections 2.2, 2.4, 3.1 or 3.5, or otherwise breached Sections 2.2, 2.4, 3.1 or 3.5, which breach has not been remedied or advice withdrawn, as applicable, by the person responsible for such breach or that provided such advice, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice of such breach or such advice having been received from the Servicer or any Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or; (iv) any Seller Retained Loan forming part of the affected Related Loans has been sold, transferred or assigned to a Person that has not executed and delivered (A) a counterpart to this Agreement to the parties to this Agreement substantially in the form of Exhibit B agreeing to be bound by the obligations of the relevant Seller under this Agreement with respect to such affected Seller Retained Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such affected Seller Retained Loan to be held as a Release of Security under this Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (v) the relevant Seller or any beneficial owner (or owner) of Seller Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans has commenced a challenge to the validity, legality or enforceability of Sections 2.2, 2.4, 3.1 or 3.5 in relation to any affected Related Loans in legal proceedings before a court of competent jurisdiction. Any such opinion of the Independent Legal Counsel shall be binding on the parties to this Agreement absent manifest error. A Release Opinion may assume or rely upon the accuracy of factual matters set out in the notice delivered by the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer, absent manifest error, and on matters of fact from appropriate officers or directors of a person reasonably expected to have knowledge of such matters. In the event that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is not acceptable to the Custodian, the Custodian and the party that delivered such notice shall cooperate to promptly select an Independent Legal Counsel satisfactory to each of them and provide notice to each other beneficial owner (or owner) of the affected Related Loans of the Independent Legal Counsel selected to provide the Release Opinion. (d) Upon receipt of a Release Opinion, the Custodian shall provide the Release of Security in respect of the Shared Security for the affected Related Loans specified in the Release Opinion to the beneficial owner (or owner) of the Guarantor Purchased Loans forming part of such Related Loans. (e) Prior to delivering any Release of Security pursuant to Section 5.2(d), the Custodian shall redact from the schedule of Loans to such Release of Security information in respect of those Loans and their Shared Security which are not affected Related Loans specified in the relevant Release Opinion. (f) No party to this Agreement shall use or allow any person on its behalf to use, deliver, register, deposit with, or cause any person to rely on any Release of Security in respect of any Shared Security for which no Release Opinion has been delivered. (g) Any Seller may provide notice to the Guarantor, Bond Trustee and Custodian from time to time that it desires to replace one or more applicable Releases of Security held by the Custodian from time to time to remove any Guarantor Purchased Loans that have been repaid in full or purchased by such Seller and the parties hereto shall cooperate with any such Seller in facilitating such replacement. The Custodian shall hold any replacement Release of Security delivered in accordance with this Section 5.2(g) in accordance with this Section 5.2. (h) Any party to this Agreement that has received a Release of Security from the Custodian pursuant to Section 5.2 shall deliver such Release of Security to the party that purchases the Guarantor Purchased Loans related to the Shared Security to which such Release of Security relates.

Delivery of the Release. ‌ (a) The Custodian shall hold all Releases of Security delivered to it as Custodial Documents in accordance with the terms of the Custodial Agreement and this Agreement, provided that to the extent of any inconsistency between the terms of this Agreement and the terms of the Custodial Agreement, the terms of this Agreement will govern. Subject to making available the Releases of Security to the Asset Monitor or CMHC in accordance with the terms of the Custodial Agreement (provided that the Custodian shall not permit copies to be made of the Releases of Security without the prior written consent of the relevant SellerBank) and delivering such Releases of Security to any replacement Custodian in accordance with the terms of the Custodial Agreement, the Custodian shall deliver any such Release of Security solely in accordance with this Section 5.2. (b) Following the receipt of (i) a notice from the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or a notice from a Replacement Servicer delivered pursuant to corresponding provisions of the servicing agreement with such Replacement Servicer, or (ii) such other evidence satisfactory to the Custodian Custodian‌ (acting reasonably) of circumstances properly the subject of such a notice which evidence may be provided concurrently with a request by a beneficial owner (or owner) pursuant to this Section 5.2(b), any beneficial owner (or owner) of Guarantor LP Purchased Loans forming part of the affected Related Loans identified in the notice that is a party to this Agreement may deliver a request in writing to the Custodian and each other beneficial owner (or owner) of such affected Related Loans party to this Agreement requesting delivery by the Custodian of the Release of Security in respect of the Shared Security for such Related Loans and identifying the Independent Legal Counsel (as such term is used in the CMHC Guide) that is to deliver the Release Opinion (as defined below). (c) Provided that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is acceptable to the Custodian, the party delivering a request pursuant to Section 5.2(b) in respect of the affected Related Loans identified in such notice shall engage such Independent Legal Counsel to provide a legal opinion (“Release Opinion”) addressed to the Custodian and each of the holders of the affected Related Loans, in form and substance satisfactory to the Custodian, confirming that in respect of the affected Related Loans: (i) (A) a notice was properly given by the Servicer to the Custodian pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (B) the Custodian has been given other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice; and (ii) a request to deliver the Release of if Security in respect of the affected Related Loans that complies with Section 5.2(b) has been properly given to the Custodian; (iii) the relevant Seller Bank or any beneficial owner (or owner) of Seller Bank Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Bank Retained Loans has provided advice to the Servicer in respect of the affected Related Loans that breaches or causes a breach of Sections 2.2, 2.4, 3.1 or 3.5, or otherwise breached Sections 2.2, 2.4, 3.1 or 3.5, which breach has not been remedied or advice withdrawn, as applicable, by the person responsible for such breach or that provided such advice, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice of such breach or such advice having been received from the Servicer or any Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (iv) any Seller Bank Retained Loan forming part of the affected Related Loans has been sold, transferred or assigned to a Person that has not executed and delivered (A) a counterpart to this Agreement to the parties to this Agreement substantially in the form of Exhibit B agreeing to be bound by the obligations of the relevant Seller Bank under this Agreement with respect to such affected Seller Bank Retained Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such affected Seller Bank Retained Loan to be held as a Release of Security under this Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (v) the relevant Seller Bank or any beneficial owner (or owner) of Seller Bank Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Bank Retained Loans has commenced a challenge to the validity, legality or enforceability of Sections 2.2, 2.4, 3.1 or 3.5 in relation to any affected Related Loans in legal proceedings before a court of competent jurisdiction. Any such opinion of the Independent Legal Counsel shall be binding on the parties to this Agreement absent manifest error. A Release Opinion may assume or rely upon the accuracy of factual matters matter’s set out in the notice delivered by the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer, absent manifest error, and on matters of fact from appropriate officers or directors of a person reasonably expected to have knowledge of such matters. In the event that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is not acceptable to the Custodian, the Custodian and the party that delivered such notice shall cooperate to promptly select an Independent Legal Counsel satisfactory to each of them and provide notice to each other beneficial owner (or owner) of the affected Related Loans of the Independent Legal Counsel selected to provide the Release Opinion. (d) Upon receipt of a Release Opinion, the Custodian shall provide the Release of Security in respect of the Shared Security for the affected Related Loans specified in the Release Opinion to the beneficial owner (or owner) of the Guarantor LP Purchased Loans forming part of such Related Loans.Loans.‌ (e) Prior to delivering any Release of Security pursuant to Section 5.2(d), the Custodian shall redact from the schedule of Loans to such Release of Security information in respect of those Loans and their Shared Security which are not affected Related Loans specified in the relevant Release Opinion. (f) No party to this Agreement shall use or allow any person on its behalf to use, deliver, register, deposit with, or cause any person to rely on any Release of Security in respect of any Shared Security for which no Release Opinion has been delivered. (g) Any Seller The Bank may provide notice to the GuarantorGuarantor LP, Bond Trustee and Custodian from time to time that it desires to replace one or more applicable Releases of Security held by the Custodian from time to time to remove any Guarantor LP Purchased Loans that have been repaid in full or purchased by such Seller the Bank and the parties hereto shall shall‌ cooperate with any such Seller the Bank in facilitating such replacement. The Custodian shall hold any replacement Release of Security delivered in accordance with this Section 5.2(g) in accordance with this Section 5.2. (h) Any party to this Agreement that has received a Release of Security from the Custodian pursuant to Section 5.2 shall deliver such Release of Security to the party that purchases the Guarantor LP Purchased Loans related to the Shared Security to which such Release of Security relates.

Delivery of the Release. (a) The Custodian shall hold all Releases of Security delivered to it as Custodial Documents in accordance with the terms of the Custodial Agreement and this Agreement, provided that to the extent of any inconsistency between the terms of this Agreement and the terms of the Custodial Agreement, the terms of this Agreement will govern. Subject to making available the Releases of Security to the Asset Monitor or CMHC in accordance with the terms of the Custodial Agreement (provided that the Custodian shall not permit copies to be made of the Releases of Security without the prior written consent of the relevant SellerSeller and the Originator, as applicable) and delivering such Releases of Security to any replacement Custodian in accordance with the terms of the Custodial Agreement, the Custodian shall deliver any such Release of Security solely in accordance with this Section 5.2. (b) Following the receipt of (i) a notice from the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or a notice from a Replacement Servicer delivered pursuant to corresponding provisions of the servicing agreement with such Replacement Servicer, or (ii) such other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice which evidence may be provided concurrently with a request by a beneficial owner (or owner) pursuant to this Section 5.2(b), any beneficial owner (or owner) of Guarantor Purchased Loans forming part of the affected Related Loans identified in the notice that is a party to this Agreement may deliver a request in writing to the Custodian and each other beneficial owner (or owner) of such affected Related Loans party to this Agreement requesting delivery by the Custodian of the Release of Security in respect of the Shared Security for such Related Loans and identifying the Independent Legal Counsel (as such term is used in the CMHC Guide) that is to deliver the Release Opinion (as defined below). (c) Provided that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is acceptable to the Custodian, the party delivering a request pursuant to Section 5.2(b) in respect of the affected Related Loans identified in such notice shall engage such Independent Legal Counsel to provide a legal opinion (“Release Opinion”) addressed to the Custodian and each of the holders of the affected Related Loans, in form and substance satisfactory to the Custodian, confirming that in respect of the affected Related Loans: (i) (A) a notice was properly given by the Servicer to the Custodian pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (B) the Custodian has been given other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice; and; (ii) a request to deliver the Release of Security in respect of the affected Related Loans that complies with Section 5.2(b) has been properly given to the Custodian; (iii) the relevant Seller Seller, the Originator or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans or Originator Retained Loans has provided advice to the Servicer in respect of the affected Related Loans that breaches or causes a breach of Sections 2.2, 2.4, 3.1 or 3.5, or otherwise breached Sections 2.2, 2.4, 3.1 or 3.5, which breach has not been remedied or advice withdrawn, as applicable, by the person responsible for such breach or that provided such advice, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice of such breach or such advice having been received from the Servicer or any Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or; (iv) any Seller Retained Loan or Originator Retained Loan forming part of the affected Related Loans has been sold, transferred or assigned to a Person that has not executed and delivered (A) a counterpart to this Agreement to the parties to this Agreement substantially in the form of Exhibit B agreeing to be bound by the obligations of the relevant Seller or the Originator, as applicable, under this Agreement with respect to such affected Seller Retained Loan or Originator Retained Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such affected Seller Retained Loan or Originator Retained Loan to be held as a Release of Security under this Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (v) the relevant Seller Seller, the Originator or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans or Originator Retained Loans has commenced a challenge to the validity, legality or enforceability of Sections 2.2, 2.4, 3.1 or 3.5 in relation to any affected Related Loans in legal proceedings before a court of competent jurisdiction. Any such opinion of the Independent Legal Counsel shall be binding on the parties to this Agreement absent manifest error. A Release Opinion may assume or rely upon the accuracy of factual matters set out in the notice delivered by the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer, absent manifest error, and on matters of fact from appropriate officers or directors of a person reasonably expected to have knowledge of such matters. In the event that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is not acceptable to the Custodian, the Custodian and the party that delivered such notice shall cooperate to promptly select an Independent Legal Counsel satisfactory to each of them and provide notice to each other beneficial owner (or owner) of the affected Related Loans of the Independent Legal Counsel selected to provide the Release Opinion. (d) Upon receipt of a Release Opinion, the Custodian shall provide the Release of Security in respect of the Shared Security for the affected Related Loans specified in the Release Opinion to the beneficial owner (or owner) of the Guarantor Purchased Loans forming part of such Related Loans. (e) Prior to delivering any Release of Security pursuant to Section 5.2(d), the Custodian shall redact from the schedule of Loans to such Release of Security information in respect of those Loans and their Shared Security which are not affected Related Loans specified in the relevant Release Opinion. (f) No party to this Agreement shall use or allow any person on its behalf to use, deliver, register, deposit with, or cause any person to rely on any Release of Security in respect of any Shared Security for which no Release Opinion has been delivered. (g) Any The Seller may provide notice to the Guarantor, Bond Trustee and Custodian from time to time that it desires to replace one or more applicable Releases of Security held by the Custodian from time to time to remove any Guarantor Purchased Loans that have been repaid in full or purchased by such the Seller and the parties hereto shall cooperate with any such the Seller in facilitating such replacement. The Custodian shall hold any replacement Release of Security delivered in accordance with this Section 5.2(g) in accordance with this Section 5.2. (h) Any party to this Agreement that has received a Release of Security from the Custodian pursuant to Section 5.2 shall deliver such Release of Security to the party that purchases the Guarantor Purchased Loans related to the Shared Security to which such Release of Security relates.

Delivery of the Release. (a) The Custodian shall hold all Releases of Security delivered to it as Custodial Documents in accordance with the terms of the Custodial Agreement and this Agreement, provided that to the extent of any inconsistency between the terms of this Agreement and the terms of the Custodial Agreement, the terms of this Agreement will govern. Subject to making available the Releases of Security to the Asset Monitor or CMHC in accordance with the terms of the Custodial Agreement (provided that the Custodian shall not permit copies to be made of the Releases of Security without the prior written consent of the relevant Seller) and delivering such Releases of Security to any replacement Custodian in accordance with the terms of the Custodial Agreement, the Custodian shall deliver any such Release of Security solely in accordance with this Section 5.2. (b) Following the receipt of (i) a notice from the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or a notice from a Replacement Servicer delivered pursuant to corresponding provisions of the servicing agreement with such Replacement Servicer, or (ii) such other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice which evidence may be provided concurrently with a request by a beneficial owner (or owner) pursuant to this Section 5.2(b), any beneficial owner (or owner) of Guarantor Purchased Loans forming part of the affected Related Loans identified in the notice that is a party to this Agreement may deliver a request in writing to the Custodian and each other beneficial owner (or owner) of such affected Related Loans party to this Agreement requesting delivery by the Custodian of the Release of Security in respect of the Shared Security for such Related Loans and identifying the Independent Legal Counsel (as such term is used in the CMHC Guide) that is to deliver the Release Opinion (as defined below). (c) Provided that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is acceptable to the Custodian, the party delivering a request pursuant to Section 5.2(b) in respect of the affected Related Loans identified in such notice shall engage such Independent Legal Counsel to provide a legal opinion (“Release Opinion”) addressed to the Custodian and each of the holders of the affected Related Loans, in form and substance satisfactory to the Custodian, confirming that in respect of the affected Related Loans: (i) (A) a notice was properly given by the Servicer to the Custodian pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or (B) the Custodian has been given other evidence satisfactory to the Custodian (acting reasonably) of circumstances properly the subject of such a notice; and; (ii) a request to deliver the Release of Security in respect of the affected Related Loans that complies with Section 5.2(b) has been properly given to the Custodian; (iii) the relevant Seller or any beneficial owner (or owner) of Seller Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans has provided advice to the Servicer in respect of the affected Related Loans that breaches or causes a breach of Sections 2.2, 2.4, 3.1 or 3.5, or otherwise breached Sections 2.2, 2.4, 3.1 or 3.5, which breach has not been remedied or advice withdrawn, as applicable, by the person responsible for such breach or that provided such advice, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice of such breach or such advice having been received from the Servicer or any Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer in respect of the affected Related Loans; or; (iv) any Seller Retained Loan forming part of the affected Related Loans has been sold, transferred or assigned to a Person that has not executed and delivered (A) a counterpart to this Agreement to the parties to this Agreement substantially in the form of Exhibit B agreeing to be bound by the obligations of the relevant Seller under this Agreement with respect to such affected Seller Retained Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such affected Seller Retained Loan to be held as a Release of Security under this Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (v) the relevant Seller or any beneficial owner (or owner) of Seller Retained Loans forming part of the affected Related Loans that has executed and delivered a counterpart to this Agreement in respect of such Seller Retained Loans has commenced a challenge to the validity, legality or enforceability of Sections 2.2, 2.4, 3.1 or 3.5 in relation to any affected Related Loans in legal proceedings before a court of competent jurisdiction. Any such opinion of the Independent Legal Counsel shall be binding on the parties to this Agreement absent manifest error. A Release Opinion may assume or rely upon the accuracy of factual matters set out in the notice delivered by the Servicer pursuant to Section 12.5(a) of the Servicing Agreement or by a Replacement Servicer under any corresponding provision of the servicing agreement with such Replacement Servicer, absent manifest error, and on matters of fact from appropriate officers or directors of a person reasonably expected to have knowledge of such matters. In the event that the Independent Legal Counsel identified in any notice delivered pursuant to Section 5.2(b) is not acceptable to the Custodian, the Custodian and the party that delivered such notice shall cooperate to promptly select an Independent Legal Counsel satisfactory to each of them and provide notice to each other beneficial owner (or owner) of the affected Related Loans of the Independent Legal Counsel selected to provide the Release Opinion. (d) Upon receipt of a Release Opinion, the Custodian shall provide the Release of Security in respect of the Shared Security for the affected Related Loans specified in the Release Opinion to the beneficial owner (or owner) of the Guarantor Purchased Loans forming part of such Related Loans. (e) Prior to delivering any Release of Security pursuant to Section 5.2(d), the Custodian shall redact from the schedule of Loans to such Release of Security information in respect of those Loans and their Shared Security which are not affected Related Loans specified in the relevant Release Opinion. (f) No party to this Agreement shall use or allow any person on its behalf to use, deliver, register, deposit with, or cause any person to rely on any Release of Security in respect of any Shared Security for which no Release Opinion has been delivered. (g) Any Seller may provide notice to the Guarantor, Bond Trustee and Custodian from time to time that it desires to replace one or more applicable Releases of Security held by the Custodian from time to time to remove any Guarantor Purchased Loans that have been repaid in full or purchased by such Seller and the parties hereto shall cooperate with any such Seller in facilitating such replacement. The Custodian shall hold any replacement Release of Security delivered in accordance with this Section 5.2(g) in accordance with this Section 5.2. (h) Any party to this Agreement that has received a Release of Security from the Custodian pursuant to Section 5.2 shall deliver such Release of Security to the party that purchases the Guarantor Purchased Loans related to the Shared Security to which such Release of Security relates.