Common use of Seller Representations and Warranties Clause in Contracts

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser Buyer that as of the Closing Effective Date: : (a) The Seller is a New York corporationlimited liability company duly organized, validly existing and in good standing under the laws of the State its state of New York, organization and has the corporate all requisite limited liability company power and authority to own and operate its properties and assets and to transact the carry on its business in which it is currently engaged. The as now conducted; (b) Seller is duly qualified and is authorized to do transact business as a foreign corporation and is in good standing as a foreign organization in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on its ability to perform its obligations under the businessAgreement; (c) all limited liability company action on its part and on the part of its officers, propertiesmanagers and/or members necessary for the authorization, assets, or condition (financial or other) execution and delivery of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and the performance by it of all of its obligations hereunder have been taken; (d) it has obtained all governmental approvals or third party approvals required for the performance by it of its obligations under the Agreement; (e) there is no action pending or, to its knowledge, currently threatened against it that seeks to prohibit the transactions contemplated by this the Agreement or adversely affect its ability to perform under the Agreement; (f) the Agreement constitutes the legal, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller Seller, enforceable in accordance with its terms; terms (c) The Seller is not required subject to obtain principles of equity, the consent effect of any bankruptcy, insolvency, reorganization, receivership, moratorium, and other party or any consentsimilar laws), license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with and the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, delivery and performance of this the Agreement by the Seller does not and will not not, in any material respect, conflict with, violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute cause a material breach of any mortgageapplicable Law, indenturematerial agreement, contract, contract or other agreement instrument to which the Seller is a party or by any judgment, order or decree to which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachsubject.

Seller Representations and Warranties. The Seller represents represents, warrants and warrants covenants to the Purchaser as of the Closing DateDate or as of such other date specifically provided herein or in the applicable Assignment and Conveyance: (ai) The Seller is a New York corporationduly organized, validly existing and in good standing as a corporation under the laws of the State of New York, California and has is and will remain in compliance with the corporate power to own its assets and to transact the business laws of each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business as a foreign corporation and is the extent necessary to ensure the enforceability of each Mortgage Loan in good standing in each jurisdiction in which accordance with the character terms of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Sellerthis Agreement; (bii) The Seller has the full power and authority to makehold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliverdeliver and perform, and perform to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and all this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization; (iii) The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) The Seller is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would require notification to HUD; (vi) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vii) Immediately prior to the payment of the Purchase Price for each Mortgage Loan, the Seller was the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note and upon the payment of the Purchase Price by the Purchaser, in the event that the Seller retains record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising the servicing of each Mortgage Loan; (viii) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any such consents, licensesapprovals, approvals authorizations or authorizationsorders, or registrations or declarationsif any, that have been obtained or filed, as the case may be, before the Closing Dateobtained; (dx) The execution, delivery, and performance consummation of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations Agreement are in the ordinary course of business of the Seller, and warranties in this Section shall survive the transfer assignment and conveyance of the Mortgage Loans Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions; (xi) The information delivered by the Seller to the Purchaser with respect to the Seller's loan loss, foreclosure and delinquency experience on mortgage loans underwritten to similar standards as the Mortgage Loans and covering mortgaged properties similar to the Mortgaged Properties, is true and correct in all material respects as of the date of such report; and (xii) Except with respect to any statement regarding the intentions of the Purchaser, or any other statement contained herein the truth or falsity of which is dependant solely upon the actions of the Purchaser, this Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller shall cure a breach of any representations and warranties pursuant to this Agreement or in accordance connection with the Sale and Servicing Agreement. The remedy specified transactions contemplated hereby taken in the Sale and Servicing Agreement shall constitute aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the sole remedy against the Seller respecting any breachstatements contained therein not misleading.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser Buyer that as of the Closing Effective Date: : (a) The Seller is a New York corporationlimited liability company duly organized, validly existing and in good standing under the laws of the State its state of New York, organization and has the corporate all requisite limited liability company power and authority to own and operate its properties and assets and to transact the carry on its business in which it is currently engaged. The as now conducted; (b) Seller is duly qualified and is authorized to do transact business as a foreign corporation and is in good standing as a foreign organization in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on its ability to perform its obligations under the businessAgreement; ( c) all limited liability company action on its part and on the part of its officers, propertiesmanagers and/or members necessary for the authorization, assets, or condition (financial or other) execution and delivery of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and the performance by it of all of its obligations hereunder have been taken; ( d) it has obtained all governmental approvals or third party approvals required for the performance by it of its obligations under the Agreement; (e) there is no action pending or, to its knowledge, currently threatened against it that seeks to prohibit the transactions contemplated by this the Agreement or adversely affect its ability to perform under the Agreement; (f) the Agreement constitutes the legal, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller Seller, enforceable in accordance with its terms; terms (c) The Seller is not required subject to obtain principles of equity, the consent effect of any bankruptcy, insolvency, reorganization, receivership, moratorium, and other party or any consentsimilar laws), license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with and the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, delivery and performance of this the Agreement by the Seller does not and will not not, in any material respect, conflict with, violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute cause a material breach of any mortgageapplicable Law, indenturematerial agreement, contract, contract or other agreement instrument to which the Seller is a party or by any judgment, order or decree to which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachsubject.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Datethat: a. Seller (ai) The Seller is a New York corporationduly incorporated, validly existing and in good standing (or its equivalent) under the laws of the State of New YorkNevada; (ii) has all licenses, permits, authorizations and has the corporate power other consents necessary to own own, lease and operate its properties and assets and to transact the carry on its business in which as it is currently engagednow being conducted; and (iii) has all requisite corporate or other applicable power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and presently proposed to be conducted. b. Seller has all requisite corporate or other applicable power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller is duly qualified to do business as a foreign corporation of this Agreement and is in good standing in each jurisdiction in which the character consummation of the business transacted transactions contemplated hereby have been duly authorized by it Seller’s board of directors, and no other action on the part of Seller or any of its stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. c. Neither the execution, delivery or performance of this Agreement by Seller nor the consummation of the transactions contemplated hereby will (i) violate any provision of its certificate of incorporation or by-laws; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any encumbrance upon any of the properties owned of Seller or leased any of its subsidiaries under any material note, bond, mortgage, indenture, deed of trust, purchase, franchise, permit, lease, contract, agreement or other instrument (collectively, “ Contract ”) to which Seller or any of its subsidiaries or any of their respective properties may be bound; (iii) require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by it requires or with respect to Seller or any of its subsidiaries; or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its subsidiaries or any of their respective properties or assets; d. this Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation in favor of the Buyer and enforceable against the Seller; and e. Seller has good and valid title to all the Intellectual Property sold herein, free of all liens except such qualification ordinary and customary imperfections of title, restrictions and encumbrances as do not in which the failure so to qualify would have aggregate constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement Buyer or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachIntellectual Property.

Seller Representations and Warranties. The Seller represents hereby makes the following representations, warranties and warrants to covenants, as of the Purchaser Effective Date and as of the Closing Date: (ai) The Seller is a New York corporation, validly existing and in good standing under the laws owns 100% of the State of New York, and has fee simple interest in the corporate power to own its assets and to transact the business in which it is currently engagedLand. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the lawful right, power and authority to make, execute, deliver, and perform enter into this Agreement and all of to consummate the transactions transaction contemplated by this Agreement, and herein. Seller has taken all necessary corporate requisite action and obtained all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to authorize the execution, deliveryobligations required hereunder, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the no consent of any other party or any consentis required for the performance by Seller of its obligations hereunder. (ii) This Agreement is, licenseand all agreements, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of instruments and documents to be executed and delivered by Seller pursuant to this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may Agreement shall be, before the Closing Date; (d) duly authorized, executed and delivered by Seller and shall be, valid and legally binding upon Seller and enforceable in accordance with their respective terms. The execution, delivery, execution and performance of this Agreement by and the Seller consummation of the transactions contemplated hereby will not and do not violate any provision of any existing law or regulation or any order agreement, instrument, order, judgment or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the either Seller is a party or by which the Seller may be it is bound; and. (eiii) No litigation Seller has not received any written notice of and has no knowledge of any condemnation, exercise of eminent domain, environmental, zoning or land use proceeding pending or threatened against the Property. (iv) Seller has received no written notice of and has no knowledge of any violations of law, statute or regulation cited by any governmental entity having jurisdiction thereof that are currently outstanding with respect to the Property. (v) Seller has received no written notice of and has no knowledge of any action, suit, litigation, hearing or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, relating to Seller or to all or any portion of the Property, and Seller has received no written notice of and has no knowledge of the Seller threatened, threatened litigation or pending litigation initiated against the Seller or affecting all or any portion of its properties the Property. (vi) To the best of Seller’s knowledge, all certificates, licenses, permits, authorizations, consents and approvals required by any governmental entity for Seller’s use, occupancy and operation of the Property have been obtained and paid in full. (vii) Seller has not received and has no knowledge of written notice from any court or any governmental or administrative agency alleging or declaring that the Property contains any hazardous substance in violation of Environmental Laws, and Seller has not received and has no knowledge of any written notice from any court or any governmental or administrative agency alleging or declaring a violation of any Environmental Laws with respect to the Property. For purposes of this Agreement paragraph, “Environmental Laws” means the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., and all other applicable state, county, municipal, administrative or other environmental, hazardous waste or substance, environmental health and/or environmental safety laws, ordinances, rules, regulations and requirements pertaining to the Notes that in environmental or ecological conditions on, under or about the opinion Property. For purposes of this paragraph, “hazardous substance” means any matter giving rise to liability under any of the Environmental Laws or under any common law theory based on nuisance or strict liability. (viii) Seller has a reasonable likelihood of resulting in a material adverse effect is not (a) identified on the OFAC List (as hereinafter defined) or (b) a person with whom a citizen of the United States is prohibited to engage in transactions contemplated by this Agreementany trade embargo, economic sanction, or other prohibition of United States law, rule, regulation or Executive Order of the President of the United States. The representations term “OFAC List” shall mean the list of specially designated nationals and warranties in this Section shall survive blocked persons subject to financial sanctions that is maintained by the transfer U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign Assets Control pursuant to any law, rule, regulation or Executive Order of the Mortgage Loans to President of the Purchaser. The Seller shall cure a breach United States, including, without limitation, trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in President of the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachUnited States.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing DatePurchasers that: (a) The a. Seller is a New York corporation, duly formed and validly existing and in good standing under the laws Laws of the State Cayman Islands, with power and authority to enter into, deliver and perform its obligations under this Agreement and has taken all actions and obtained all Required Approvals, if any, required for it to enter into this Agreement and for it to complete the sale of New Yorkthe Purchased Shares contemplated hereunder. b. This Agreement has been duly authorized, executed and delivered by Seller and is enforceable against Seller in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and has (ii) principles of equity, whether considered at law or equity. c. The execution and delivery of this Agreement by Seller and the corporate power compliance by Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Seller; (ii) result in any violation of the provisions of the organizational documents of Seller; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to own Seller or any of its assets and or properties, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the businessability of Seller to enter into and perform its obligations under this Agreement or to consummate the transactions contemplated hereby. d. As of the Closing Date: (i) Seller will be the record and beneficial owner of, propertiesand have good, assetsvalid and marketable title to, the Purchased Shares, free and clear of all liens and encumbrances other than restrictions arising under applicable securities Laws, (ii) the Purchased Shares owned by Seller will not be subject to any stockholder agreement, investor rights agreement, registration rights agreement, voting agreement or trust, proxy or other contract that could require Seller to sell, transfer, or condition otherwise dispose of any Purchased Shares (financial or other) of the Seller; (b) The Seller has the power and authority other than pursuant to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Transaction Agreement) and (iii) there will be no limitations or restrictions on Seller’s right to assign, transfer and has taken all necessary corporate action deliver ownership and title to authorize the execution, delivery, and performance of Purchased Shares pursuant to this Agreement. When executed At the Closing, Seller shall assign, transfer and delivereddeliver ownership and title to the Purchased Shares to the Purchasers free and clear of all liens and encumbrances so that the Purchasers will have free, this Agreement will constitute the valid unencumbered and legally binding obligation unrestricted ownership over them, other than restrictions arising under applicable securities Laws. The value of the Seller enforceable in accordance with its terms; (c) The Seller is not required Purchased Shares corresponds at least to obtain the consent aggregate nominal value of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before Acquired Shares. Immediately after the Closing Date; (d) The executionand the consummation of the Transactions, delivery, and performance of this Agreement by the Seller will not violate any provision hold approximately 29.2090308% and SL Globetrotter, L.P. will hold the remaining approximately 70.7909692% of any existing law or regulation or any order or decree their combined ownership of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Shares in the opinion of Company. e. Seller understands that the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The foregoing representations and warranties in this Section shall survive the transfer be deemed material and to have been relied upon by each of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachPurchasers.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date: (ai) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform this Agreement and all of the transactions contemplated by this under the Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any consentssuch consent, licenseslicense, approvals approval or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before prior to the Closing Date; (div) The execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Investor Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall survive the transfer sale and assignment of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale Pooling and Servicing Agreement. The It is understood and agreed that the remedy specified in the Sale Pooling and Servicing Agreement shall constitute the sole remedy against the Seller respecting any such breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser that as of the Closing DateEffective Date and as of the Closing: (a) The 7.1.1 Each entity comprising Seller is a New York corporation, limited liability company duly formed and validly existing and in good standing under the laws of the State of New YorkDelaware, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do conduct business as a foreign corporation and is in good standing in each jurisdiction in which the character State of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the SellerCalifornia; (b) The 7.1.2 Seller has the requisite power and authority to make, execute, deliver, enter into and perform carry out the terms of this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, deliveryperformance and delivery hereof and of all other agreements and instruments referred to herein to be executed, and performance of this Agreementperformed or delivered by Seller. When executed and delivered, this Agreement will constitute Neither the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability execution of this Agreement, except nor the performance by Seller of its obligations under this Agreement will result in any breach or violation of the terms of any Applicable Law, rule, ordinance, or regulation or of any decree, judgment or order now in effect from any court or governmental body. Except for any third-party consents indicated on Schedule 7.1.2 to be obtained from the persons or entities identified therein, which consents Seller represents and warrants are needed solely for the applicable Contracts and Permits identified on Schedule 7.1.2 to be assigned to Purchaser, there are no consents, licenseswaivers, authorizations or approvals or authorizationsfrom any third party necessary to be obtained by Seller in order to perform its obligations under this Agreement. Assuming receipt of the consents set forth in Schedule 7.1.2, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, execution and performance delivery of this Agreement and performance by the Seller of its obligations under this Agreement will not violate any provision conflict with or result in a breach or default (or constitute an event which, with the giving of any existing law notice or regulation or any order or decree the passage of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Sellertime, or both, would constitute a material breach of default) under any mortgage, indenture, contract, or other agreement instrument to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to assets may be bound; 7.1.3 The execution and delivery of this Agreement and performance by Seller of its obligations under this Agreement will not result in the creation of any new, or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach acceleration of any representations existing, lien, charge, or encumbrance upon the Property or any portion thereof (other than Permitted Liens); 7.1.4 This Agreement is a valid and warranties binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the Sale effect of applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the rights of creditors generally; 7.1.5 Neither Seller nor any Affiliates of Seller or shareholders of Seller are named on Office of Foreign Assets Control’s (“OFAC”) Specially Designated and Servicing AgreementBlocked Persons List (the “OFAC’s List”) and Seller and its Affiliates are currently in compliance with the regulations of OFAC (including those named on OFAC’s List) and any statute, executive order or other governmental action relating thereto. The remedy specified “AML Laws” means all U.S. anti-money laundering laws that criminalize money laundering or any predicate crimes to money laundering. “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act and any similar applicable statute, rule, or regulation relating to bribery or corruption. “Sanctions” means any economic, trade, or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes, or anti-terrorism laws imposed from time to time by the United States government including but not limited to those administered or enforced by the OFAC. Seller is not a target of Sanctions and shall not directly or indirectly transfer any of its interest in the Sale and Servicing this Agreement shall constitute the sole remedy against the to a target of Sanctions. Seller respecting any breach.is not in violation of AML Laws or Anti-Corruption Laws;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser to, and covenants with, Custodian, as of the Closing Datedate of this Agreement and shall be deemed to restate as of each Purchase Date that: (a) The Seller is a New York corporation, duly organized and validly existing and in good standing as a limited liability company under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Delaware. (b) The Seller’s execution and delivery of, performance under and compliance with this Agreement, will not violate Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) Seller has the full power and authority to make, execute, deliver, enter into and perform this Agreement and consummate all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize duly authorized the execution, delivery, delivery and performance of this Agreement. When , and has duly executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of delivered this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;. (d) The executionThis Agreement constitutes a valid, deliverylegal and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) To the best of the knowledge of the undersigned officer of Seller, Seller is not in violation of, and its execution and delivery of, performance of under and compliance with this Agreement by the Seller will not violate constitute a violation of, any provision of any existing law or regulation or law, any order or decree of any court applicable to the Seller or arbiter, or any provision order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in Seller’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of Seller to perform its obligations under this Agreement or the financial condition of Seller. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by Seller of the certificate of incorporation transactions contemplated herein, except for those consents, approvals, authorizations or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; andorders that previously have been obtained. (eg) No litigation or administrative proceeding To the best of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the undersigned officer of Seller, no litigation is pending or threatened against Seller threatenedthat, against if determined adversely to Seller, would prohibit Seller from entering into this Agreement or that, in Seller’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of Seller or any of to perform its properties or with respect to obligations under this Agreement or the Notes that in the opinion financial condition of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachSeller.

Seller Representations and Warranties. The Seller (a) CHL represents and warrants to the Purchaser as of the Closing Date: (a1) The Seller CHL is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller CHL is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the SellerCHL; (b2) The Seller CHL has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller CHL enforceable in accordance with its terms; (c3) The Seller CHL is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d4) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the SellerCHL, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller CHL is a party or by which the Seller CHL may be bound; and (e5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller CHL threatened, against the Seller CHL or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller CHL has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (b) CLFT represents and warrants to the Purchaser as of the Closing Date: (1) CLFT is a Delaware limited liability company, validly existing and in good standing under the laws of the State of Delaware, and has the limited liability company power to own its assets and to transact the business in which it is currently engaged. CLFT is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of CLFT. (2) CLFT has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary limited liability company action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of CLFT enforceable in accordance with its terms; (3) CLFT is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by CLFT will not violate any provision of any existing law or regulation or any order or decree of any court applicable to CLFT or any provision of its limited liability company agreement, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which CLFT is a party or by which CLFT may be bound; and (5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of CLFT threatened, against CLFT or any of its properties or with respect to this Agreement or the Notes that in the opinion of CLFT has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (c) Park Monaco represents and warrants to the Purchaser as of the Closing Date: (1) Park Monaco is a Delaware corporation, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to own its assets and to transact the business in which it is currently engaged. Park Monaco is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of Park Monaco. (2) Park Monaco has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of Park Monaco enforceable in accordance with its terms; (3) Park Monaco is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by Park Monaco will not violate any provision of any existing law or regulation or any order or decree of any court applicable to Park Monaco or any provision of the certificate of incorporation or bylaws of Park Monaco, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which Park Monaco is a party or by which Park Monaco may be bound; and (5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of Park Monaco threatened, against Park Monaco or any of its properties or with respect to this Agreement or the Notes that in the opinion of Park Monaco has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (d) The representations and warranties in this Section 3.01 shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller CHL shall cure a breach of any of the representations and warranties of CHL, CLFT, and Park Monaco in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the a Seller respecting with respect to any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as follows as of the Closing Datedate hereof and as of each Purchase Date that: (a) The Seller is a New York corporation, validly Schedule I Bank existing and in good standing under the laws of the State of New York, Canada and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or any properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure so to qualify would have not constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Material Adverse Event. (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms;is not a Non-Resident. (c) The execution, delivery and performance by the Seller of the Purchase Documents to which it is a party (i) are within the Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not required contravene or result in a material default under or material conflict with (1) the charter or by- laws of the Seller, (2) any law, rule or regulation applicable to obtain the consent of any other party or any consent, license, approval or authorization fromSeller, or registration (3) any order, writ, judgment, award, injunction, decree or declaration with, any governmental authority, bureau, contractual obligation binding on or agency in connection with affecting the execution, delivery, performance, validity, Seller or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;its property. (d) The No authorization, approval, licenses, consent or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law each Purchase Document to which it is a party or regulation to make such Purchase Document legal, valid, binding and admissible into evidence in a court of competent jurisdiction, other than authorizations, approvals, licenses, consents, actions, notices, filings or any order polling that have been obtained, made or decree of any court applicable to the Seller or any provision taken. (e) Each of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Seller, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by which the Seller may be bound; andgeneral principles of equity. (ef) No litigation There are no actions, suits or administrative proceeding of or before any courtproceedings pending or, tribunal, or governmental body is currently pending, or to the knowledge of the Seller Seller, threatened, against or affecting the Seller at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (g) The Seller is the legal and beneficial owner of the Loans and their Related Security to be sold to the Purchaser on each Purchase Date, free and clear of any Adverse Claim other than Permitted Security Interests; upon each purchase, the Purchaser shall acquire a valid and enforceable first priority perfected beneficial ownership interest in the applicable Loans (which, for greater certainty, shall be Purchased Loans) and their Related Security and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim other than Permitted Security Interests. (h) Other than (i) registrations in the appropriate land titles office, land registry office or similar office of public registration in respect of the sale, transfer and assignment of the relevant Purchased Loans from the Seller to the Purchaser effected by this Agreement and the Seller Assignments (and any applicable registration in respect of registered title to the relevant Loans), (ii) the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of actual notice of the sale, transfer and assignment thereof to the Purchaser and (iii) certain registrations provided in the Civil Code of Quebec for Properties located in the Province of Quebec and the registration provided in Article 1642 of the Civil Code of Quebec, all material filings, recordings, notifications, registrations or other actions under all applicable laws have been made or taken in each jurisdiction where necessary or appropriate (and where permitted by applicable law) to give legal effect to the transactions contemplated hereby and by the other Purchase Documents, and to validate, preserve, perfect and protect the Purchaser’s ownership interest in and rights to collect any and all of the related Purchased Loans being purchased on the relevant Purchase Date, including the right to arrange for the servicing and enforcement of such Purchased Loans and the Related Security related thereto, in each case, in accordance with the terms of the Transaction Documents. (i) Each Loan Purchase Notice, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller, as Seller or otherwise, to the Purchaser in connection with this Agreement is or will be complete and accurate as of the date so furnished. (j) Each Purchased Loan will meet the Eligibility Criteria as of the Transfer Date. (k) The Seller’s complete name is set forth in the preamble to this Agreement. (l) The chief or principal place of business and chief executive office (as such terms are used in the PPSA) of the Seller are located at the address referred to in Schedule 4.1(l). (m) Each Loan File is complete in all material respects and reflects all material transactions between the Seller and the Borrower under the related Purchased Loans and any other Person in respect thereof. (n) No selection procedures have been used in identifying the Loans for sale to the Purchaser which are adverse to the interests of the Purchaser. (o) The particulars of the Loans set out in the relevant Loan Purchase Notice in respect of any relevant Cut-Off Date are true, complete and accurate in all material respects. (p) Each of the Loans was originated by the Seller in compliance with all material laws applicable thereto, in the ordinary course of business and kept on its books for a minimum of one month prior to the Cut-Off Date. (q) Each Loan that has an amortization period has a remaining amortization period of less than 50 years as at the relevant Cut-Off Date and each Loan that is a Line of Credit is a demand loan. (r) All of the Borrowers are individuals or have guarantees from individuals for the Loans (which guarantees and any security related to such guarantees are assignable and will be sold, transferred and assigned to the Purchaser as Related Security). (s) Prior to the making of each advance under each of the relevant Loans, the Lending Criteria and all preconditions to the making of any Loan were satisfied in all material respects subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable and Prudent Mortgage Lender. (t) Each Loan was made and its Related Security taken or received substantially on the terms of the Standard Documentation, and is subject to renewal in accordance therewith using Standard Documentation therefor, without any material variation thereto and nothing has been done subsequently to add to, lessen, modify or otherwise vary the express provisions of any of the same in any material respect. (u) No Loan is guaranteed by a third party save where the guarantee and any security related to such guarantee constitutes legal, valid and binding obligations of the guarantor enforceable in accordance with their terms and are assignable to the Purchaser and its assigns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (v) The Current Balance on each Loan and its Related Security (excluding for greater certainty, any agreement to provide further advances pursuant to the Mortgage Terms in respect of any relevant Loan including, without limitation, Additional Loan Advances and Line of Credit Drawings, which have not yet been advanced and become debts due) constitute a legal, valid, binding and enforceable debt due to the relevant Seller from the relevant Borrower and the terms of each Loan and its Related Security constitute valid and binding obligations of the Borrower enforceable in accordance with their terms (other than any agreement for Line of Credit Drawings (if any) and any other Additional Loan Advances). (w) Interest on each Loan is charged in accordance with the Standard Documentation. (x) The whole of the Current Balance on each Loan is secured by a Mortgage over residential property in Canada consisting of not more than four units. (y) Each Mortgage constitutes a valid first mortgage lien over the related residential Property, or is insured as a first priority lien, in each case subject to Permitted Security Interests. (z) Each Mortgage has first priority, subject to Permitted Security Interests, for the whole of the Current Balance on the Loan and all future interest, fees, costs and expenses payable under or in respect of such Mortgage. (aa) The True Balance on each Loan (other than any agreement for Additional Loan Advances (if any)) constitutes a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its related Mortgage constitute valid and binding obligations of the Borrower enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (bb) There is no requirement in order for a sale, transfer and assignment of the Loans and their Related Security to be effective to obtain the consent of the Borrower to such sale, transfer or assignment and such sale, transfer and assignment shall not give rise to any claim by the Borrower against the Purchaser, the Bond Trustee or any of its properties their successors in title or with assigns. (cc) All of the Properties are in Canada. (dd) Not more than 12 months (or a longer period as may be acceptable to a Reasonable and Prudent Mortgage Lender) prior to the granting of each Loan, the Seller obtained information on the relevant Property from a third party computer generated risk assessment model, acceptable to Reasonable and Prudent Mortgage Lenders, or received a valuation report on the relevant Property, which would be, and the contents or confirmation, as applicable, of which, were such as would be, acceptable to Reasonable and Prudent Mortgage Lenders or obtained such other form of valuation of the relevant Property which has satisfied the Rating Agency Condition. (ee) Prior to the taking of Related Security (other than a re-mortgage) in respect of each Loan, the Seller instructed lawyers to this Agreement or conduct a search of title to the Notes that in the opinion relevant Property and to undertake such other searches, investigations, enquiries and actions on behalf of the Seller as would be acceptable to a Reasonable and Prudent Mortgage Lender or the Seller engaged a service provider to provide xxxxxx’s title insurance in respect of the Loan from an insurer acceptable to Reasonable and Prudent Mortgage Lenders. (ff) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by adequate building insurance maintained by the Borrower or in the case of a leasehold property under a policy arranged by a relevant landlord or property management company. (gg) The Seller has, since the making of each Loan, serviced the Loan in compliance with all material laws applicable thereto, kept or procured the keeping of full and proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Loans and their Related Security. (hh) The Seller has a reasonable likelihood put in place procedures so that the mortgage documentation relating to the Loans includes the consent of resulting in a material adverse effect on the transactions contemplated Mortgagor to disclosure by this Agreementthe Seller of information relating to the Mortgagor and the related Loans to other Persons, which would include the Purchaser. If New Portfolio Asset Types are to be sold to the Purchaser, then the Representations and Warranties will be modified as required to accommodate these New Portfolio Asset Types (subject to satisfaction of the Rating Agency Condition and compliance with the CMHC Guide and the Covered Bond Legislative Framework). The representations and warranties in this Section of the Seller shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any Purchase Date on which such representations and warranties in accordance with the Sale and Servicing are given or deemed to be given pursuant to this Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificate which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations ; (vi) This Agreement constitutes a legal, valid and warranties in this Section shall survive the transfer binding obligation of the Mortgage Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Grantor Trust and all other property specified in the definition of "Grantor Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller; (viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Seller has not transferred the Home Loans to the Purchaser. Purchaser with any intent to hinder, delay or defraud any of its creditors. (b) As to the Home Loans: (i) The information set forth in the Home Loan Schedule with respect to each Home Loan is true and correct in all material respects as of the date or dates respecting which such information is furnished; (ii) [Reserved]; (iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good and marketable title thereto and the Seller is the sole owner and holder of the Home Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Loans to sell and assign the same pursuant to this Agreement; (iv) To the best of Seller's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage; (v) To the best of Seller's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of Seller's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of Seller's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-off Date, none of the Home Loans were 30 or more days delinquent; (ix) For each Home Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein; (x) The related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws; (xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Home Loan and each such policy is valid and remains in full force and effect, and a title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Home Loan as to which no title insurance policy or binder was issued; (xii) None of the Mortgaged Properties is a mobile home that is permanently attached to its foundation and none of the Mortgaged Properties are manufactured housing units that are not permanently attached to their foundation; (xiii) Approximately 7.4% and 6.6% of the cut-off date principal balance of the Home Loans by Cut-off Date Loan Balance are located in Florida and Ohio, respectively; (xiv) Approximately 96.57% of the Home Loans by Cut-Off Date Loan Balance, had a Combined Loan-to-Value Ratio in excess of 100%; (xv) None of the Home Loans are subject to the Georgia Fair Lending Act, as amended; (xvi) None of the Home Loans are classified or defined as "high-cost home loans" under the administrative code or other applicable law, regulation or ordinance, of the City of New York; (xvii) None of the proceeds of any Home Loan were used to finance the purchase of single premium credit insurance policies; (xviii) The Seller shall cure a breach of any representations and warranties will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the Sale terms of this Agreement; (xix) Each Mortgage is substantially similar to one another and is an enforceable obligation of the related Mortgagor; (xx) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) The Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the related Subservicer; (xxii) No Home Loans have a prepayment penalty term that extends beyond five years after the date of origination; (xxiii) None of the Home Loans are reverse Home Loans; (xxiv) None of the Home Loans have a remaining term to stated maturity of less than 56 months. All of the Home Loans are fixed rate and are fully amortizing, except for 0.100% that are Balloon Payment loans. As of the Cut-off Date, the Loan Rates on the Home Loans range between 6.000% per annum and 15.375% per annum and the weighted average Loan Rate is approximately 11.7974% per annum. The weighted average remaining term to stated maturity of the Home Loans as of the Cut-off Date is approximately 204 months; (A) Each Mortgaged Property with respect to the Home Loans consists of a single parcel of real property with a single family residence erected thereon, manufactured housing or an individual condominium unit. (B) With respect to the Home Loans, (i) approximately 1.84% (by Cut-off Date Loan Balance) are secured by real property improved by individual condominium units and (ii) approximately 90.85% (by Cut-off Date Loan Balance) of the Home Loans are secured by real property with a single family residence erected thereon; (xxvi) All of the Home Loans are secured by second mortgages or deeds of trust; (xxvii) If any of the Home Loans are secured by a leasehold interest, with respect to each leasehold interest, the use of leasehold estates for residential properties is an accepted practice in the area where the related Mortgaged Property is located; residential property in such area consisting of leasehold estates is readily marketable; the lease is recorded and no party is in any way in breach of any provision of such lease; the leasehold is in full force and effect and is not subject to any prior lien or encumbrance by which the leasehold could be terminated; and the remaining term of the lease does not terminate less than five years after the maturity date of such Home Loan. (xxviii) Each Subservicer meets all applicable requirements under the Servicing Agreement, is properly qualified to service the Home Loans and has been servicing the Home Loans prior to the Cut-off Date in accordance with the terms of the Program Guide; (xxix) For each Home Loan, if required, as of the Cut-off Date, flood insurance has been obtained which meets all applicable requirements of Section 3.04 of the Servicing Agreement. The remedy specified For each Home Loan, hazard insurance has been obtained which meets all applicable requirements of Section 3.04 of the Servicing Agreement; (xxx) There is no material default, breach, violation or event of acceleration existing under the terms of any Mortgage Note or Mortgage and no event which, with notice and expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration under the terms of any Mortgage Note or Mortgage, and no such material default, breach, violation or event of acceleration has been waived by the Seller or by any other entity involved in originating or servicing a Home Loan; (xxxi) No instrument of release or waiver has been executed in connection with the Home Loans, and no Mortgagor has been released, in whole or in part from its obligations in connection with a Home Loan; (xxxii) With respect to each Home Loan that is a second lien, either (i) no consent for the Home Loan was required by the holder of the related prior lien or liens or (ii) such consent has been obtained and is contained in the Sale Mortgage File; (xxxiii) With respect to each Home Loan, either (i) the Home Loan is assumable pursuant to the terms of the Mortgage Note, or (ii) the Home Loan contains a customary provision for the acceleration of the payment of the unpaid principal balance of the Home Loan in the event the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder; and (xxxiv) Each Mortgage File either contains (a) an original Mortgage Note or (b) with respect to any Home Loan as to which the original Mortgage Note has been permanently lost or destroyed and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachhas not been replaced, a Lost Note Affidavit together with a copy of such Mortgage Note.

Seller Representations and Warranties. The Seller represents and warrants to Buyer that the Purchaser following statements are as of the Closing Datedate hereof and at each Delivery true and accurate: (a) The Seller it is a New York corporation, duly organized and validly existing and in good standing under the laws Laws of the State its jurisdiction of New York, formation and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, carry on its business as presently conducted and to perform this Agreement and all its obligations under the Transaction Documents to which it is a Party; (b) each of the transactions contemplated Transaction Documents to which it is a Party has been (or will be, when executed) duly authorized, entered into and delivered by this Agreementit and constitutes the legal, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller it enforceable against it in accordance with its termsterms (subject to bankruptcy, insolvency, reorganization or similar Laws of general application affecting the enforcement of creditors’ rights generally); (c) The Seller neither the execution and delivery of the Transaction Documents to which it is not required a Party, nor the consummation of the transactions contemplated thereby nor compliance by it with any of the terms and provisions thereof will contravene any Law applicable to obtain the consent of it or result in any other party or any consent, license, approval or authorization frombreach of, or registration constitute a default under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or declaration withcredit agreement, any governmental authority, bureaupartnership agreement, or agency in connection with the execution, delivery, performance, validity, other agreement or enforceability of this Agreement, except for any consents, licenses, approvals instrument to which it is a Party or authorizations, by which it or registrations its properties or declarations, that have been obtained assets are bound or filed, as the case may be, before the Closing Dateaffected; (d) The neither the execution, deliverydelivery or performance by it of the Transaction Documents to which it is a Party, and performance of this Agreement nor the consummation by the Seller will not violate any provision it of any existing law of the transactions contemplated thereby, will require the consent or regulation approval of, the giving of notice to, or any order or decree the taking of any court applicable to other action in respect of, the Seller or any provision of the certificate of incorporation or bylaws of the Sellershareholders, or constitute a material breach the trustee or holder of any mortgageindebtedness of it, indentureexcept such as have been or will be obtained or effected, contracteach of which approvals, or other agreement to which consents and waivers shall be in full force and effect on the Seller is a party or by which the Seller may be boundDelivery Date; and (e) No litigation or administrative proceeding of or before any courton each Delivery Date Seller will have good, tribunal, or governmental body is currently pending, or marketable and full title in and to the knowledge relevant Aircraft, free and clear of the any Liens over such Aircraft other than Liens that will be discharged prior to Delivery, and at Delivery Seller threatened, against the Seller or any of its properties or with respect shall convey to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations Buyer full legal and warranties in this Section shall survive the transfer of the Mortgage Loans beneficial title to the Purchaser. The Seller shall cure a breach Aircraft free and clear of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachLiens.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as follows as of the Closing Datedate hereof and as of each Purchase Date that: (a) The Seller is a New York corporation, validly Schedule I Bank existing and in good standing under the laws of the State of New York, Canada and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or any properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure so to qualify would have not constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Material Adverse Event. (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms;is not a Non-resident. (c) The execution, delivery and performance by the Seller of the Purchase Documents to which it is a party (i) are within the Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not required contravene or result in a material default under or material conflict with (1) the charter or by-laws of the Seller, (2) any law, rule or regulation applicable to obtain the consent of any other party or any consent, license, approval or authorization fromSeller, or registration (3) any order, writ, judgment, award, injunction, decree or declaration with, any governmental authority, bureau, contractual obligation binding on or agency in connection with affecting the execution, delivery, performance, validity, Seller or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;its property. (d) The No authorization, approval, licenses, consent or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law each Purchase Document to which it is a party or regulation to make such Purchase Document legal, valid, binding and admissible into evidence in a court of competent jurisdiction, other than authorizations, approvals, licenses, consents, actions, notices, filings or any order polling that have been obtained, made or decree of any court applicable to the Seller or any provision taken. (e) Each of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Seller, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by which the Seller may be bound; andgeneral principles of equity. (ef) No litigation There are no actions, suits or administrative proceeding of or before any courtproceedings pending or, tribunal, or governmental body is currently pending, or to the knowledge of the Seller Seller, threatened, against or affecting the Seller at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (g) The Seller is the legal and beneficial owner of the Loans to be sold to the Purchaser on each Purchase Date, free and clear of any Adverse Claim other than Permitted Security Interests; upon each purchase, the Purchaser shall acquire a valid and enforceable first priority perfected beneficial ownership interest in the applicable Loans (which, for greater certainty, shall be Purchased Loans) and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim other than Permitted Security Interests. (h) Other than (i) registrations in the appropriate land titles office, land registry office or similar office of public registration in respect of the sale, transfer and assignment of the relevant Purchased Loans from the Seller to the Purchaser effected by this Agreement and the Seller Assignments (and any applicable registration in respect of registered title to the relevant Loans), including the Mortgages securing the Purchased Loans, (ii) the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of actual notice of the sale, transfer and assignment thereof to the Purchaser, and (iii) certain registrations provided in the Civil Code of Québec for Properties located in the Province of Québec and the registration provided in Article 1642 of the Civil Code of Québec, all material filings, recordings, notifications, registrations or other actions under all applicable laws have been made or taken in each jurisdiction where necessary or appropriate to give legal effect to the transactions contemplated hereby and by the other Purchase Documents, and to validate, preserve, perfect and protect the Purchaser’s ownership interest in and rights to collect any and all of the related Purchased Loans being purchased on the relevant Purchase Date, including the right to service and enforce such Purchased Loans and the Related Security related thereto. (i) Each Purchase Notice, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller, as Seller or otherwise, to the Purchaser in connection with this Agreement is or will be complete and accurate in all material respects as of the date so furnished. (j) Each Portfolio Asset subject to the Purchase Notice will meet the Eligibility Criteria as of the Transfer Date. (k) The Seller’s complete name is set forth in the preamble to this Agreement. (l) The chief or principal place of business, domicile and chief executive office (as such terms are used in the PPSA or the Civil Code of Québec) of the Seller are located at the address referred to in Schedule 4.1(l). (m) Each Loan File is complete in all material respects and reflects all material transactions between the Seller and the Borrower under the related Purchased Loans and any other Person in respect thereof. (n) No selection procedures have been used in identifying the Portfolio Assets for sale to the Purchaser which are adverse in any material respect to the interests of the Purchaser. (o) The particulars of the Portfolio Assets set out in the relevant Purchase Notice in respect of any relevant Cut-Off Date are true, complete and accurate in all material respects. (p) Each of the Loans was originated by the Seller in compliance with all material laws applicable thereto, in the ordinary course of business and kept on its books for a minimum of one month prior to the Cut-Off Date. (q) Each Loan (other than Line of Credit Loans) has a remaining amortization period of less than 50 years as at the relevant Cut-Off Date. (r) All of the Borrowers are individuals or have guarantees from individuals for the Loans (which guarantees and any security related to such guarantees are assignable and will be sold, transferred and assigned to the Purchaser as Related Security). (s) Prior to the making of each advance under each of the relevant Loans, the Lending Criteria and all preconditions to the making of any Loan were satisfied in all material respects subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable and Prudent Mortgage Lender. (t) Each Loan was made and its Related Security taken or received substantially on the terms of the Standard Documentation, and is subject to renewal in accordance therewith using Standard Documentation therefor, without any material variation thereto and nothing has been done subsequently to add to, lessen, modify or otherwise vary the express provisions of any of the same in any material respect. (u) No Loan is guaranteed by a third party save where the guarantee and any security related to such guarantee constitutes legal, valid and binding obligations of the guarantor enforceable in accordance with their terms in all material respects and are assignable to the Purchaser and its assigns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (v) The Current Balance on each Loan and its Related Security (excluding for greater certainty, any agreement to provide further advances pursuant to the Mortgage Terms in respect of any relevant Loan including, without limitation, Additional Loan Advances and Line of Credit Drawings, which have not yet been advanced and become debts due) constitute a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its Related Security constitute valid and binding obligations of the Borrower enforceable in accordance with their terms (other than any agreement for Line of Credit Drawings (if any) and any other Additional Loan Advances). (w) The whole of the Current Balance on each Loan is secured by a Mortgage over residential Property in Canada consisting of not more than four units. (x) Each Mortgage constitutes a valid first mortgage lien or hypothec over the related residential Property, or is insured as a first priority lien or hypothec, in each case subject to Permitted Security Interests. (y) Each Mortgage has first priority, subject to Permitted Security Interests, for the whole of the Current Balance on the Loan and all future interest, fees, costs and expenses payable under or in respect of such Mortgage. (z) The True Balance on each Loan (other than any agreement for Additional Loan Advances (if any)) constitutes a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its related Mortgage constitute valid and binding obligations of the Borrower enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (aa) There is no requirement in order for a sale, transfer and assignment of the Portfolio Assets to be effective to obtain the consent of the Borrower to such sale, transfer or assignment and such sale, transfer and assignment shall not give rise to any claim by the Borrower against the Purchaser, the Bond Trustee or any of its properties their successors in title or with assigns. (bb) All of the Properties are in Canada. (cc) Not more than 12 months (or a longer period as may be acceptable to a Reasonable and Prudent Mortgage Lender) prior to the granting of each Loan, the Seller obtained information on the relevant Property from an independently maintained valuation model, acceptable to Reasonable and Prudent Mortgage Lenders, or received a valuation report on the relevant Property, which would be, and the contents or confirmation, as applicable, of which, were such as would be, acceptable to Reasonable and Prudent Mortgage Lenders or obtained such other form of valuation of the relevant Property which has satisfied the Rating Agency Condition. (dd) Prior to the taking of Related Security (other than a re-mortgage) in respect of each Loan, the Seller instructed lawyers or service providers to this Agreement or conduct a search of title to the Notes that in the opinion relevant Property and to undertake such other searches, investigations, enquiries and actions on behalf of the Seller as would be acceptable to a Reasonable and Prudent Mortgage Lender or the Borrower was required to obtain either (i) a solicitor’s or notary’s opinion on title or (ii) Lender’s title insurance in respect of the Loan from an insurer acceptable to Reasonable and Prudent Mortgage Lenders. (ee) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by adequate building insurance maintained by the Borrower or in the case of a leasehold property under a policy arranged by a relevant landlord or property management company. (ff) The Seller has, since the making of each Loan, serviced, in all material respects, the Loan in compliance with all material laws applicable thereto, kept or procured the keeping of full and proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Portfolio Assets. (gg) The Seller has put in place procedures so that the mortgage documentation relating to the Loans includes the consent of the Mortgagor to disclosure by the Seller of information relating to the Mortgagor and the related Loans to other Persons, which would include the Purchaser. (hh) Each Loan being sold on a reasonable likelihood Transfer Date satisfies the Eligibility Criteria as in effect on such Transfer Date. (ii) Each Loan satisfies the requirements of resulting Section 21.6 of the Covered Bond Legislative Framework as in a material adverse effect on the transactions contemplated related Transfer Date. (jj) Each Loan satisfies the eligibility criteria as may be prescribed by this Agreementthe CMHC Guide as in effect on the related Transfer Date. If New Portfolio Asset Types are to be sold to the Purchaser, then the Representations and Warranties will be modified as required to accommodate these New Portfolio Asset Types (subject to satisfaction of the Rating Agency Condition and compliance with the CMHC Guide and the Covered Bond Legislative Framework). The representations and warranties in this Section of the Seller shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any Purchase Date on which such representations and warranties in accordance with the Sale and Servicing are given or deemed to be given pursuant to this Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as follows as of the Closing Datedate hereof and as of each Purchase Date that: (a) The Seller is a New York corporation, validly Schedule I Bank existing and in good standing under the laws of the State of New York, Canada and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or any properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure so to qualify would have not constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Material Adverse Event. (b) The Seller has is not a non-resident of Canada within the power and authority to make, execute, deliver, and perform this Agreement and all meaning of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms;Income Tax Act (Canada). (c) The execution, delivery and performance by the Seller of the Purchase Documents to which it is a party (i) are within the Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not required contravene or result in a default under or conflict with (1) the charter or by-laws of the Seller, (2) any law, rule or regulation applicable to obtain the consent of any other party or any consent, license, approval or authorization fromSeller, or registration (3) any order, writ, judgment, award, injunction, decree or declaration with, any governmental authority, bureau, contractual obligation binding on or agency in connection with affecting the execution, delivery, performance, validity, Seller or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;its property. (d) The No authorization, approval, licenses, consent or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Purchase Documents to which it is a party or to make such Purchase Documents legal, valid, binding and admissible into evidence in a court of incorporation competent jurisdiction, other than authorizations, approvals, licenses, consents, actions, notices or bylaws polling that have been obtained, made or taken. (e) Each of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Seller, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by which the Seller may be bound; andgeneral principles of equity. (ef) No litigation There are no actions, suits or administrative proceeding of or before any courtproceedings pending or, tribunal, or governmental body is currently pending, or to the knowledge of the Seller Seller, threatened, against or affecting the Seller at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (g) The Seller is the legal and beneficial owner of the Eligible Loans to be sold to the Purchaser on each Purchase Date, free and clear of any Adverse Claim other than Permitted Security Interests; upon each purchase, the Purchaser shall acquire a valid and enforceable first priority perfected beneficial ownership interest in the applicable Purchased Loans and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim other than Permitted Security Interests. (h) Other than (i) registrations in the appropriate land titles office, land registry office or similar office of public registration in respect of the sale, transfer and assignment of the relevant Purchased Loans from the Seller to the Purchaser effected by this Agreement and the Seller Assignments, and (ii) the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of actual notice of the sale, transfer and assignment thereof to the Purchaser, all material filings, recordings, notifications, registrations or other actions under all applicable laws have been made or taken in each jurisdiction where necessary or appropriate (and where permitted by applicable law) to give legal effect to the transactions contemplated hereby and by the other Purchase Documents, and to validate, preserve, perfect and protect the Purchaser’s ownership interest in and rights to collect any and all of the related Purchased Loans being purchased on the relevant Purchase Date, including the right to enforce such Purchased Loans and the Related Security related thereto. (i) Each Loan Purchase Notice, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller, as Seller or otherwise, to the Purchaser in connection with this Agreement is or will be complete and accurate as of the date so furnished. (j) Each Purchased Loan is and will be an Eligible Loan as of the Cut-Off Date. (k) The Seller’s complete name is set forth in the preamble to this Agreement. (l) The chief or principal place of business and chief executive office (as such terms are used in the PPSA) of the Seller are located at the address referred to in Schedule 4.1(l). (m) Each Loan and Related Security File is complete in all material respects and reflects all material transactions between the Seller and the Borrower under the related Purchased Loans and any other Person in respect thereof. (n) No selection procedures have been used in identifying the Eligible Loans for sale to the Purchaser which are adverse to the interests of the Purchaser. (o) The particulars of the Loans set out in the relevant Loan Purchase Notice in respect of any relevant Cut-Off Date are true, complete and accurate in all material respects. (p) Each of the Loans was originated by the Seller, in compliance with all material laws applicable thereto, in the ordinary course of business and kept on its books for a minimum of one month prior to the Cut-Off Date. (q) Each of the Loans was originated in Canadian dollars and is denominated in Canadian dollars. (r) No Loan has a Current Balance of more than Cdn.$3,000,000 as of the Cut-Off Date. (s) Each Loan (other than Loans that are home equity lines of credit) has a remaining amortization period of less than 50 years as at the relevant Cut-Off Date. (t) The first payment due pursuant to the relevant Mortgage Terms for each Loan has been paid. (u) The Lending Criteria are the lending criteria applicable to the Loans and their Related Security and are consistent with the criteria used by a Reasonable and Prudent Mortgage Lender. (v) Prior to the making of each advance under each of the relevant Loans, the Lending Criteria and all preconditions to the making of any Loan were satisfied in all material respects subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable and Prudent Mortgage Lender. (w) Each Loan was made and its Related Security taken or received substantially on the terms of the Standard Documentation, and is subject to renewal in accordance therewith using Standard Documentation therefore, without any material variation thereto and nothing has been done subsequently to add to, lessen, modify or otherwise vary the express provisions of any of the same in any material respect. (x) No Loan is guaranteed by a third party save where the guarantee and any security related to such guarantee constitutes legal, valid and binding obligations of the guarantor enforceable in accordance with their terms and are assignable to the Purchaser and its assigns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (y) The Current Balance on each Loan and its Related Security (excluding for greater certainty, any agreement to provide Further Advances pursuant to the Mortgage Terms in respect of any relevant Loan including, without limitation, Additional Loan Advances and Line of Credit Drawings, which have not yet been advanced and become debts due) constitute a legal, valid, binding and enforceable debt due to the relevant Seller from the relevant Borrower and the terms of each Loan and its Related Security constitute valid and binding obligations of the Borrower enforceable in accordance with their terms (other than any agreement for Line of Credit Drawings (if any) and any other Additional Loan Advances). (z) Interest on each Loan is charged in accordance with the Standard Documentation. (aa) Each of the Loans is not a Non-Performing Loan. (bb) The whole of the Current Balance on each Loan is secured by a Mortgage over residential property in Canada. (cc) Each Mortgage constitutes a valid first mortgage lien over the related residential Property, or is insured as a first priority lien, in each case subject to Permitted Security Interests. (dd) Each Mortgage has first priority, subject to Permitted Security Interests, for the whole of the Current Balance on the Loan and all future interest, fees, costs and expenses payable under or in respect of such Mortgage. (ee) The True Balance on each Loan (other than any agreement for Additional Loan Advances (if any) or any home equity lines of credit which is secured on the same Property as the Borrower’s existing Loan and which may permit the Borrower to make further draws from time to time up to an amount fixed at the inception of the Loan and corresponding home equity line of credit) constitutes a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its related Mortgage constitute valid and binding obligations of the Borrower enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (ff) There is no requirement in order for a sale, transfer and assignment of the Loans and their Related Security to be effective to obtain the consent of the Borrower to such sale, transfer or assignment and such sale, transfer and assignment shall not give rise to any claim by the Borrower against the Purchaser, the Bond Trustee or any of its properties their successors in title or with assigns. (gg) All of the Properties are in Canada. (hh) Not more than 12 months (or a longer period as may be acceptable to a Reasonable and Prudent Mortgage Lender) prior to the granting of each Loan, the Seller obtained information on the relevant Property from an independently maintained valuation model, acceptable to a Reasonable and Prudent Mortgage Lender, or received a valuation report on the relevant Property, which would be, and the contents or confirmation, as applicable, of which, were such as would be, acceptable to a Reasonable and Prudent Mortgage Lender or obtained such other form of valuation of the relevant Property which has received Rating Agency Confirmation. (ii) Prior to the taking of Related Security (other than a re-mortgage) in respect of each Loan, the Seller instructed lawyers to this Agreement or conduct a search of title to the Notes that in the opinion relevant Property and to undertake such other searches, investigations, enquiries and actions on behalf of the Seller has as would be acceptable to a reasonable likelihood Reasonable and Prudent Mortgage Lender or the Borrower was required as a condition to granting the relevant Loan to obtain title insurance in respect of resulting the relevant Property from an insurer acceptable to a Reasonable and Prudent Mortgage Lender. (jj) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by adequate building insurance maintained by the Borrower or in the case of a leasehold property under a policy arranged by a relevant landlord or property management company. (kk) The Seller has, since the making of each Loan, serviced the Loan in compliance with all material adverse effect on laws applicable thereto, kept or procured the transactions contemplated by this Agreementkeeping of full and proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Loans and their Related Security. The representations and warranties in this Section of the Seller shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any Purchase Date on which such representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing are given or deemed to be given pursuant to this Agreement shall constitute the sole remedy against the Seller respecting any breachfor a period of three years following such Purchase Date.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser Company and the Trustee as of the date hereof, as of the Closing Date (or if otherwise specified below, as of the date so specified) and as of each Subsequent Transfer Date: (a) As to the Seller: (i) The Seller (i) is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of New York, Virginia and has the corporate power to own its assets (ii) is qualified and to transact the business in which it is currently engaged. The Seller is duly qualified to do business good standing as a foreign corporation and is in good standing to do business in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires where such qualification and in which is necessary, except where the failure so to qualify would not have a material adverse effect on the business, properties, assets, or condition (financial or other) of Seller’s ability to enter into this Purchase Agreement and each Seller’s Subsequent Transfer Instrument and to consummate the Sellertransactions contemplated hereby and thereby; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Purchase Agreement and each Seller’s Subsequent Transfer Instrument and all of the transactions contemplated by under this AgreementPurchase Agreement and each Seller’s Subsequent Transfer Instrument, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Purchase Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its termseach Seller’s Subsequent Transfer Instrument; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this AgreementPurchase Agreement or any Seller’s Subsequent Transfer Instrument, except for any such consents, licenses, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and delivery of this Purchase Agreement and each Seller’s Subsequent Transfer Instrument and the performance of this Agreement the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Purchase Agreement or any Seller’s Subsequent Transfer Instrument, the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. Purchase Agreement or any Seller’s Subsequent Transfer Instrument; (vi) This Purchase Agreement and each Seller’s Subsequent Transfer Instrument constitute the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Purchase Agreement constitutes a valid transfer and assignment to the Company of all right, title and interest of the Seller in and to the Cut-off Date Principal Balance of the Closing Date Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Principal Balance of the Closing Date Mortgage Loans, and this Purchase Agreement and the related Seller’s Subsequent Transfer Instrument constitutes a valid transfer and assignment to the Trustee of all right, title and interest of the Seller in and to the Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans; (viii) The representations Seller is not in default with respect to any order or decree of any court or any order or regulation of any federal, state or governmental agency, which default might have consequences that would materially and warranties adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Servicer or any Subservicer who will be servicing any Mortgage Loan pursuant to the Pooling and Servicing Agreement or a Subservicing Agreement is qualified to do business in this Section shall survive the transfer all jurisdictions in which its activities as Servicer or Subservicer of the Mortgage Loans serviced by it require such qualifications except where failure to be so qualified will not have a material adverse effect on such servicing activities. (b) As to each Closing Date Mortgage Loan as of the Closing Date and with respect to each Subsequent Mortgage Loan as of the Subsequent Transfer Date, except as otherwise expressly stated: (i) The information set forth on the Mortgage Loan Schedule with respect to each Closing Date Mortgage Loan is true and correct in all material respects as of the Closing Date, and with respect to each Subsequent Mortgage Loan is true and correct in all material respects as of the related Subsequent Transfer Date, and the information regarding the Closing Date Mortgage Loans and the Subsequent Mortgage Loans on the computer diskette or tape delivered to the PurchaserTrustee prior to the Closing Date or Subsequent Transfer Date, as applicable, is true and accurate in all material respects and describes the same Mortgage Loans as the Mortgage Loans on the Mortgage Loan Schedule; (ii) The Mortgage Loans are not being transferred with any intent to hinder, delay or defraud any creditors; (iii) No more than 7.45%, 5.91%, 6.57% and 5.42% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) were secured by condominium units; and no more than 13.55%, 13.52%, 13.98% and 13.93% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group II and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) were secured by properties in planned unit developments; (iv) As of the Cut-off Date, the remaining term of each Group IA Closing Date Mortgage Loan is not more than 360 months and not less than 119 months, the remaining term of each Group IB Closing Date Mortgage Loan is not more than 360 months and not less than 177 months, the remaining term of each Group II Closing Date Mortgage Loan is not more than 360 months and not less than 118 months and the remaining term of each Group III Closing Date Mortgage Loan is not more than 360 months and not less than 116 months; (v) No more than 63.58%, 50.06%, 65.06% and 59.50% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) have been the subject of cash-out refinances; (vi) No more than 8.05%, 4.45%, 7.51% and 8.13% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) respectively, have been the subject of rate and term (no cash-out) refinances; (vii) No fewer than 28.37%, 45.49%, 27.42% and 32.37% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) are purchase money loans; (viii) No more than 21.40%, 33.11%, 21.20% and 29.30% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of California; no more than 18.60%, 11.75%, 13.84% and 15.90% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Florida; no more than 4.37% of the Closing Date Mortgage Loans in Group IA (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Virginia; no more than 4.11% of the Closing Date Mortgage Loans in Group IB (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Texas; no more than 4.40% of the Closing Date Mortgage Loans in Group II (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Georgia; no more than 4.11% of the Closing Date Mortgage Loans in Group III (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Michigan; and no more than 3.86%, 3.95%, 4.07% and 3.90% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) are located in any other state; (ix) The outstanding Principal Balances of the Closing Date Mortgage Loans in Group IA (by Cut-off Date Principal Balance) ranged from $34,089 to $400,000, the average outstanding Principal Balance of the Closing Date Mortgage Loans in Group IA is approximately $142,188; the outstanding Principal Balances of the Closing Date Mortgage Loans in Group IB (by Cut-off Date Principal Balance) ranged from $11,960 to $465,500, the average outstanding Principal Balance of the Closing Date Mortgage Loans in Group IB is approximately $63,996; the outstanding Principal Balances of the Closing Date Mortgage Loans in Group II (by Cut-off Date Principal Balance) ranged from $19,990 to $436,000, the average outstanding Principal Balance of the Closing Date Mortgage Loans in Group II is approximately $141,733, the outstanding Principal Balance of the Closing Date Mortgage Loans in Group III (by Cut-off Date Principal Balance) ranged from $39,577 to $998,975 and the average outstanding Principal Balance of the Closing Date Mortgage Loans in Group III is approximately $166,472; (x) Approximately 73.74%, 76.67%, 74.38% and 76.05% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively (by Cut-off Date Principal Balance) were secured by a first lien on a parcel of real property improved by a detached single family residence; no more than 5.26%, 3.90%, 5.06% and 4.59% of the Closing Date Mortgage Loans in Group IA, Closing Date Mortgage Loans in Group IB, Closing Date Mortgage Loans in Group II and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) were secured by a first lien on a parcel of real estate improved by a multi-unit residence; (xi) All points and fees related to each Mortgage Loan were disclosed in writing to the borrower in accordance with applicable state and federal law. The Seller shall cure a breach No borrower was charged “points and fees” (whether or not financed) in an amount greater than 5% of the principal amount of any representations and warranties such loan originated by the Seller, such 5% limitation calculated in accordance with the Sale Lender Letter. All fees and Servicing Agreement. charges (including finance charges) and whether or not financed, assessed, collected or to be collected with the origination and servicing of each Mortgage Loan has been disclosed in writing to the borrower in accordance with applicable state and federal law and regulation; (xii) The remedy specified Mortgage Rates borne by the adjustable rate Closing Date Mortgage Loans in Group IA as of the Sale Closing Date range from 4.750% and Servicing Agreement shall constitute per annum to 10.200% per annum, and the sole remedy against weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the Seller respecting any breach.adjustable rate Closing Date Mortgage Loans in Group IA was 7.502%, per annum; the Mortgage Rates borne by fixed rate Closing Date Mortgage Loans in Group IA as of the Closing Date range from 5.400% per annum to 11.650% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the fixed rate Closing Date Mortgage Loans in Group IA was 7.561% per annum; the Mortgage Rates borne by the adjustable rate Closing Date Mortgage Loans in Group IB as of the Closing Date range from 4.750% per annum to 9.990% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the adjustable rate Closing Date Mortgage Loans in Group IB was 7.215%, per annum; the Mortgage Rates borne by fixed rate Closing Date Mortgage Loans in Group IB as of the Closing Date range from 6.125% per annum to 13.000% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the fixed rate Closing Date Mortgage Loans in Group IB was 11.092% per annum; the Mortgage Rates borne by adjustable rate Closing Date Mortgage Loans in Group II as of the Closing Date range from 4.125% per annum to 11.500% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the adjustable rate Closing Date Mortgage Loans in Group II was 7.520%, per annum; the Mortgage Rates borne by fixed rate Closing Date Mortgage Loans in Group II as of the Closing Date range from 5.375% per annum to 12.250% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the fixed rate Closing Date Mortgage Loans in Group II was 7.550% per annum; the Mortgage Rates borne by adjustable rate Closing Date Mortgage Loans in Group III as of the Closing Date range from 4.250% per annum to 11.990% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the adjustable rate Closing Date Mortgage Loans in Group III was

Seller Representations and Warranties. The As a material inducement to Purchaser entering into this Agreement, Seller represents hereby represents, warrants and warrants to covenants that the Purchaser following matters are true as of the date hereof and will be true on the Closing Date: (a) The This Agreement has been duly authorized, executed and delivered by Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the full power and authority to make, execute, deliver, and perform this Agreement and all of consummate the transactions contemplated by this Agreement, and has taken the persons executing this Agreement and all necessary corporate action instruments to authorize be delivered to Purchaser at Closing on behalf of Seller are fully authorized to do so, have the executionpower to bind Seller and to so act on Seller’s behalf, deliveryand are incumbent in the office or offices which such officer purports to hold. (b) Execution, delivery and performance of this Agreement. When executed , and delivered, this Agreement will constitute the valid and legally binding obligation consummation of the transactions contemplated hereby, will not result in any breach or violation of any of the terms or the provisions of or constitute a default under, any indenture, deeds of trust, mortgage, note, or other agreement or instrument by which Seller enforceable in accordance with its terms;is or will be bound. (c) The Execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not result in any breach or violation of any of the terms or the provisions of or constitute a default under, any agreement or instrument by which Seller is not required to obtain the consent or will be bound, or result in a violation of any other party applicable law, order, rule or regulation of any governmental or regulatory authority. There is no action, suit, proceeding or investigation pending which would become a cloud on the title to the Property or any consentportion thereof or which questions the validity or enforceability of the transactions contemplated hereby or any action taken in connection with said transactions in any court or before or by any federal, licensedistrict, approval or authorization fromcounty, or registration or declaration withmunicipal department, any governmental authoritycommission, board, bureau, agency or agency other governmental instrumentality. No approval, consent, order or authorization of, or designation, registration or filing (other than for recording purposes) with any governmental or regulatory authority is required in connection with the execution, delivery, performance, validity, or enforceability consummation by Seller of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;transactions contemplated hereby. (d) The executionNeither the whole nor any portion of the Property, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation including access thereto or any order easement benefiting the Property, is subject to temporary requisition of use by any governmental or decree of regulatory authority or has been condemned, or taken in any court applicable proceeding similar to a condemnation proceeding, nor is there now pending any condemnation, expropriation, requisition or similar proceeding against the Seller Property or any provision of the certificate of incorporation portion thereof. Seller has received no notice nor has any knowledge that any such proceeding is pending, contemplated or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; andthreatened. (e) No There is no litigation or administrative proceeding of or before any courtpending or, tribunal, or governmental body is currently pending, or to the knowledge of Seller, threatened against or relating to the Property nor does Seller threatenedknow or have reasonable grounds to know of any basis for any such action. (f) As of the date of this Agreement there are, against and at Closing there shall be, no leases, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) (other than recorded easements) that grant any possessory interest in and to any space situated on or in the Improvements or that otherwise give rights with regard to use of the Improvements, other than that certain Lease Agreement dated as of January 2, 2015 between Seller, as landlord, and SCG Services, LLC, as tenant (the “Existing Lease”). (g) Except as set forth on Exhibit B, each Service Agreement is cancelable upon no more than thirty (30) days’ written notice. Seller has no actual knowledge of any material breach or material defaults under any Service Agreement. (h) Seller has not received any written notice from any governmental or regulatory authority and has no actual knowledge that the Property is not in compliance with any Environmental Laws or that Seller has any material liability with respect thereto. Seller has no actual knowledge of any liens arising under or pursuant to any Environmental Laws on the Property. “Environmental Laws” means the Resource Conservation and Recovery Act (42 U.S. § 6901 et seq.), as amended by the Hazardous and Solid Waste Amendments of 1984; the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S. § 9601 et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986; the Hazardous Materials Transportation Act (49 U.S. § 1801 et seq.); the Toxic Substance Control Act (15 U.S. § 2601 et seq.; the Clean Air Act (42 U.S. § 9402 et seq.); the Clean Water Act (33 U.S. § 1251 et seq.); the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S. § 136 et seq.); the Occupational Safety and Health Act (29 U.S. § 651 et seq.); and all other applicable federal, state and local environmental laws (including, without limitation, obligations under the common law), ordinances, orders, rules and regulations, as any of its properties the foregoing may have been amended, supplemented or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans supplanted prior to the Purchaser. The Seller shall cure a breach Closing, relating to regulation or control of any representations hazardous, toxic or dangerous substances, materials or wastes, or their handling, storage or disposal or to environmental health and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachsafety.

Seller Representations and Warranties. The Seller (a) [CHL] represents and warrants to the Purchaser as of the Closing Date: (a1) The Seller [CHL] is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller [CHL] is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller[CHL]; (b2) The Seller [CHL] has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller [CHL] enforceable in accordance with its terms; (c3) The Seller [CHL] is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d4) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller[CHL], or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller [CHL] is a party or by which the Seller [CHL] may be bound; and (e5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller [CHL] threatened, against the Seller [CHL] or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller [CHL] has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (b) [___________] represents and warrants to the Purchaser as of the Closing Date: (1) [___________] is a _____________ corporation, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to own its assets and to transact the business in which it is currently engaged. [___________] is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of [___________]. (2) [___________] has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of [___________] enforceable in accordance with its terms; (3) [___________] is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by [___________] will not violate any provision of any existing law or regulation or any order or decree of any court applicable to [___________] or any provision of the certificate of incorporation or bylaws of [___________], or constitute a material breach of any mortgage, indenture, contract, or other agreement to which [___________] is a party or by which [___________] may be bound; and (5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of [___________] threatened, against [___________] or any of its properties or with respect to this Agreement or the Notes that in the opinion of [___________] has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (c) The representations and warranties in this Section 3.01 shall survive the transfer of the Mortgage Loans to the Purchaser. The Each Seller shall cure a breach of any of the representations and warranties of such Seller in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the a Seller respecting with respect to any breach.

Seller Representations and Warranties. The Seller (a) GMACM represents and warrants to the Purchaser Purchaser, as of the Closing DateDate and as of each Subsequent Transfer Date (or if otherwise specified below, as of the date so specified) that as to GMACM: (ai) The Seller GMACM is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State jurisdiction governing its creation and existence and is or will be in compliance with the laws of New York, and has the corporate power to own its assets and to transact the business each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business as a foreign corporation and is in good standing in the extent necessary to ensure the enforceability of each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the SellerMortgage Loan; (bii) The Seller GMACM has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and each Subsequent Transfer Agreement to which it is a party and all of the transactions contemplated by under this Agreement and each such Subsequent Transfer Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement and each such Subsequent Transfer Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (ciii) The Seller GMACM is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement or any Subsequent Transfer Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and any Subsequent Transfer Agreement by GMACM and its performance and compliance with the Seller terms of this Agreement and each such Subsequent Transfer Agreement will not violate any provision GMACM's Certificate of any existing law Incorporation or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of of, any mortgage, indenture, material contract, agreement or other agreement instrument to which the Seller GMACM is a party or by which the Seller may be bound; andapplicable to GMACM or any of its assets; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller GMACM threatened, against the Seller or any of its properties GMACM or with respect to this Agreement or the Notes any Subsequent Transfer Agreement that in the opinion of the Seller GMACM has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement or any Subsequent Transfer Agreement. ; (vi) This Agreement and each Subsequent Transfer Agreement to which it is a party, constitutes a legal, valid and binding obligation of GMACM, enforceable against GMACM in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity) or by public policy with respect to indemnification under applicable securities laws; (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of GMACM in and to the GMACM Initial Mortgage Loans, including the Cut-Off Date Principal Balances with respect to the GMACM Initial Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-Off Date Principal Balances with respect to the GMACM Initial Mortgage Loans; and this Agreement and the related Subsequent Transfer Agreement, when executed, will constitute a valid transfer and assignment to the Issuer of all right, title and interest of GMACM in and to the related Subsequent Mortgage Loans, including Cut-off Date Principal Balances existing on the related Subsequent Cut-Off Date and all monies due or to become due with respect thereto, and all proceeds of each Subsequent Cut-Off Date Principal Balances; (viii) GMACM is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of GMACM or its properties or might have consequences that would materially adversely affect its performance hereunder; (b) GMACM represents and warrants to the Purchaser, with respect to each Initial Mortgage Loan as of the Closing Date (or if otherwise specified below, as of the date so specified) and with respect to each Subsequent Mortgage Loan as of the related Subsequent Transfer Date (or if otherwise specified below, as of the date so specified) that: (i) The representations information set forth in the Mortgage Loan Schedule with respect to each Mortgage Loan or the Mortgage Loans is true and warranties correct in this Section shall survive all material respects as of the transfer date or dates respecting which such information is initially furnished; (ii) With respect to each of the WG Trust Initial Mortgage Loans or, as applicable, any the Subsequent Mortgage Loans sold by WG Trust, as of each respective Prior Transfer Date: (A) the related Mortgage Note and the Mortgage had not been assigned or pledged, except for any assignment or pledge that had been satisfied and released, (B) immediately prior to the assignment of such Mortgage Loans to WG Trust, GMACM had good title thereto and (C) immediately prior to such assignment, GMACM was the sole owner and holder of the Mortgage Loan free and clear of any and all liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in a second lien position, the lien of the related first mortgage) of any nature and had full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loan, to sell and assign the same pursuant to the Purchase Agreement; (iii) With respect to each of the GMACM Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold by GMACM as of each respective Subsequent Transfer Date: (A) the related Mortgage Note and the Mortgage have not been assigned or pledged, except for any assignment or pledge that has been satisfied and released, (B) immediately prior to such assignment of the Mortgage Loans to the Purchaser. The Seller shall cure a breach Purchaser (or to the Issuer in the case of the Subsequent Mortgage Loans sold by GMACM), GMACM had good title thereto and (C) GMACM is the sole owner and holder of the Mortgage Loan free and clear of any representations and warranties all liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in a second lien position, the lien of the related first mortgage) of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans, to sell and assign the same pursuant to this Agreement or the related Subsequent Transfer Agreement, as applicable; (iv) To the best of GMACM's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage Note or Mortgage; (v) To the best of GMACM's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of GMACM's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of GMACM's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-Off Date or related Subsequent Cut-Off Date, no Mortgage Loan was 30 days or more delinquent in payment of principal or interest; (ix) With respect to the GMACM Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans, the related Mortgage File contains or will contain, in accordance with the Sale definition of Mortgage File, each of the documents and Servicing instruments specified to be included therein in the definition of "Mortgage File" in Appendix A to the Indenture (it being understood that the Custodian maintains the Mortgage Note related to each Mortgage File and the Servicer maintains the remainder of the items to be included in the Mortgage File pursuant to the terms of this Agreement); (x) To the best of GMACM's knowledge, the related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, applicable predatory lending laws; (xi) A title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Mortgage Loan; (xii) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently attached to its foundation; (xiii) As of the Cut-Off Date, no more than approximately 32.57%, 6.21% and 5.28% of the Mortgage Loans by Cut-Off Date Principal Balance are secured by Mortgaged Properties located in California, Florida and New York, respectively; (xiv) As of the Cut-Off Date or Subsequent Cut-Off Date, the Combined Loan-to-Value Ratio for each Mortgage Loan was not in excess of 100.00%; (xv) GMACM has not transferred the GMACM Initial Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors; (xvi) Within a loan type, and except as required by applicable law, each Mortgage Note and each Mortgage is an enforceable obligation of the related Mortgagor; (xvii) To the best knowledge of GMACM, the physical property subject to each Mortgage is free of material damage and is in acceptable repair; (xviii) GMACM has not received a notice of default of any mortgage loan related to a Mortgaged Property which has not been cured by a party other than the Servicer; (xix) None of the Mortgage Loans are subject to Section 32 of the Home Ownership and Equity Protection Act of 1994 ("HOEPA"); (xx) None of the Mortgage Loans is a reverse mortgage loan; (xxi) No Mortgage Loan has an original term to maturity in excess of 300 months or a maturity date later than August 1, 2034; (xxii) All of the Mortgage Loans are fixed rate and are fully amortizing. As of the Cut-off Date, the Loan Rates on the Mortgage Loans range between 3.750% per annum and 15.250% per annum. As of the Cut-Off Date, the weighted average Loan Rate for the Initial Mortgage Loans is approximately 8.258% per annum. The remedy specified weighted average remaining term to stated maturity of the Initial Mortgage Loans as of the Cut-Off Date is approximately 223 months; (A) Each Mortgaged Property consists of a single parcel of real property with a single family or two- to four-family residence erected thereon, or an individual condominium unit or a unit in a planned development; (B) with respect to the Sale Mortgage Loans (a) approximately 16.65% (by Cut-Off Date Principal Balance) are secured by real property improved by individual condominium units or a unit in a planned development, (b) approximately 81.38% (by Cut-Off Date Principal Balance) are secured by real property with a single family residence erected thereon, (c) approximately 1.22% (by Cut-Off Date Principal Balance) are secured by real property with a two- to four-family residence erected thereon and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.(d) approximately 0.74% (by Cut-Off Date Principal Balance) are secured by real property improved by manufactured housing;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations ; (vi) This Agreement constitutes a legal, valid and warranties in this Section shall survive the transfer binding obligation of the Mortgage Loans to Seller, enforceable against the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the Sale enforcement of creditors' rights in general and Servicing Agreement. The remedy except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the Sale definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller; (viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and Servicing Agreement shall constitute adversely affect the sole remedy against condition (financial or other) or operations of the Seller respecting any breach.or its properties or might have consequences that would materially adversely affect its performance hereunder; and

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations ; (vi) This Agreement constitutes a legal, valid and warranties in this Section shall survive the transfer binding obligation of the Mortgage Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller; (viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and (The Seller has not transferred the Home Loans to the Purchaser. Purchaser with any intent to hinder, delay or defraud any of its creditors. (b) As to the Home Loans: (i) The information set forth in the Home Loan Schedule with respect to each Home Loan or the Home Loans that compose either the Group I Loans or Group II Loans, as applicable, is true and correct in all material respects as of the date or dates respecting which such information is furnished; (ii) [Reserved]; (iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good and marketable title thereto and the Seller is the sole owner and holder of the Home Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Loans to sell and assign the same pursuant to this Agreement; (iv) To the best of Seller's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage; (v) To the best of Seller's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of Seller's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of Seller's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-off Date, none of the Home Loans were 30 or more days delinquent; (ix) For each Home Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein; (x) The related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws; (xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Home Loan and each such policy is valid and remains in full force and effect, and a title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Home Loan as to which no title insurance policy or binder was issued; (xii) None of the Mortgaged Properties is a mobile home that is permanently attached to its foundation and none of the Mortgaged Properties are manufactured housing units that are not permanently attached to their foundation; (xiii) Approximately 9.2% and 27.3% of the Group I Loans and Group II Loans, respectively, in each case by Cut-off Date Loan Balance, are secured by Mortgaged Properties located in California; (xiv) Approximately 93.56% and 92.35% of the Group I Loans and Group II Loans, respectively, by Cut-Off Date Loan Balance, had a Combined Loan-to-Value Ratio in excess of 100%; (xv) [Reserved]; (xvi) [Reserved]; (xvii) None of the proceeds of any Home Loan were used to finance the purchase of single premium credit insurance policies; (xviii) The Seller shall cure a breach of any representations and warranties will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the Sale terms of this Agreement; (xix) Each Mortgage is substantially similar one to the other and Servicing Agreement. is an enforceable obligation of the related Mortgagor; (xx) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) The remedy specified in Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the Sale and Servicing Agreement shall constitute related Subservicer; (xxii) No Group I Loan or Group II Loan has a prepayment penalty term that extends beyond five years after the sole remedy against date of origination; (xxiiNone of the Seller respecting any breach.Home Loans are reverse Home Loans;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations ; (vi) This Agreement constitutes a legal, valid and warranties in this Section shall survive the transfer binding obligation of the Mortgage Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller; (viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and (The Seller has not transferred the Home Loans to the Purchaser. Purchaser with any intent to hinder, delay or defraud any of its creditors. (b) As to the Home Loans: (i) The information set forth in the Home Loan Schedule with respect to each Home Loan or the Home Loans that compose either the Group I Loans or Group II Loans, as applicable, is true and correct in all material respects as of the date or dates respecting which such information is furnished; (ii) [Reserved]; (iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good and marketable title thereto and the Seller is the sole owner and holder of the Home Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Loans to sell and assign the same pursuant to this Agreement; (iv) To the best of Seller's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage; (v) To the best of Seller's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of Seller's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of Seller's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-off Date, none of the Home Loans were 30 or more days delinquent; (ix) For each Home Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein; (x) The related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws; (xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Home Loan and each such policy is valid and remains in full force and effect, and a title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Home Loan as to which no title insurance policy or binder was issued; (xii) None of the Mortgaged Properties is a mobile home that is permanently attached to its foundation and none of the Mortgaged Properties are manufactured housing units that are not permanently attached to their foundation; (xiii) Approximately 8.0% and 28.7% of the Group I Loans and Group II Loans, respectively, in each case by Cut-off Date Loan Balance, are secured by Mortgaged Properties located in California; (xiv) Approximately 94.70% and 94.12% of the Group I Loans and Group II Loans, respectively, by Cut-Off Date Loan Balance, had a Combined Loan-to-Value Ratio in excess of 100%; (xv) [Reserved]; (xvi) [Reserved]; (xvii) None of the proceeds of any Home Loan were used to finance the purchase of single premium credit insurance policies; (xviii) The Seller shall cure a breach of any representations and warranties will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the Sale terms of this Agreement; (xix) Each Mortgage is substantially similar one to the other and Servicing Agreement. is an enforceable obligation of the related Mortgagor; (xx) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) The remedy specified in Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the Sale related Subservicer; (xxii) No Group I Loan and Servicing Agreement shall constitute no more than two Group II Loans have a prepayment penalty term that extends beyond five years after the sole remedy against date of origination; (xxiiNone of the Seller respecting any breach.Home Loans are reverse Home Loans;

Seller Representations and Warranties. The Seller (a) CHL represents and warrants to the Purchaser as of the Closing Date: (a1) The Seller CHL is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller CHL is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the SellerCHL; (b2) The Seller CHL has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller CHL enforceable in accordance with its terms; (c3) The Seller CHL is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d4) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the SellerCHL, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller CHL is a party or by which the Seller CHL may be bound; and (e5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller CHL threatened, against the Seller CHL or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller CHL has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (b) Park Monaco represents and warrants to the Purchaser as of the Closing Date: (1) Park Monaco is a Delaware corporation, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to own its assets and to transact the business in which it is currently engaged. Park Monaco is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of Park Monaco. (2) Park Monaco has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of Park Monaco enforceable in accordance with its terms; (3) Park Monaco is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by Park Monaco will not violate any provision of any existing law or regulation or any order or decree of any court applicable to Park Monaco or any provision of the certificate of incorporation or bylaws of Park Monaco, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which Park Monaco is a party or by which Park Monaco may be bound; and (5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of Park Monaco threatened, against Park Monaco or any of its properties or with respect to this Agreement or the Notes that in the opinion of Park Monaco has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (c) The representations and warranties in this Section 3.01 shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller CHL shall cure a breach of any of the representations and warranties of CHL and Park Monaco in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the a Seller respecting with respect to any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, corporation duly organized and validly existing and in good standing under the laws of the State of New YorkNevada and is in good standing under such laws. Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and has the corporate power to own carry on its assets and to transact the business in which it is currently engagedas presently conducted. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character ownership of its property or the nature of its business transacted by it or any properties owned or leased by it requires such qualification and in which the qualification, except where failure to so to qualify would not have a material adverse effect on Seller or its business. Seller has the businessfull right, properties, assets, or condition (financial or other) of power and authority to enter into this Agreement and to consummate the Seller;transactions contemplated herein. (b) The Seller has the power execution and authority to make, execute, deliver, and perform delivery of this Agreement and all the other documents contemplated herein, do not, and the consummation of the transactions contemplated by this Agreementhereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under any provision of the Articles of Incorporation (and has taken all necessary corporate action to authorize the executionany amendments thereto), delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation any agreements of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consentmortgage, indenture, lease or other instrument, permit, concession, franchise, license, approval or authorization fromjudgment, or registration or declaration withorder, any governmental authoritydecree, bureaustatute, or agency in connection with the executionlaw ordinance, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law rule or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation its assets. There is no action, suit or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse effect on Seller’s operations or financial condition. (c) The Shares are duly authorized and upon Closing will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of Seller and will not impose personal liability upon the holder thereof. (d) Seller has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of Seller included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of Seller as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of Seller included in the SEC Documents, Seller has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of Seller. The Company is subject to the reporting requirements of the 1934 Act. (e) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Seller is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except the filing with the SEC of a Form D. (f) There is no action, proceeding or investigation pending, or to the Seller's knowledge, threatened, against the Seller which might result, either individually or in the aggregate, in any material adverse change in the business, prospects, conditions, affairs or operations of the Seller. The Seller is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Seller currently pending or which the Seller intends to initiate. The SEC has not issued any order suspending trading in the Seller's Common Stock and neither the Seller nor any of its properties affiliates is under investigation by the SEC, FINRA or the National Association of Securities Dealers, and there are no proceedings pending or threatened before any regulatory body. (g) This Agreement has been duly authorized, validly executed and delivered by Seller and is a legal, valid and binding agreement in accordance with respect its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. Seller has all requisite right, power and authority to execute and deliver this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on and to consummate the transactions contemplated by hereby. All action on the part of Seller, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement. The representations and warranties in this Section shall survive , including without limitation the transfer issuance of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachShares has been taken.

Seller Representations and Warranties. The Seller hereby represents and warrants to to, and agrees with Buyer that, as of the Purchaser date hereof and as of the Closing Date, if later: a. To the best of Seller’s knowledge and belief, Seller has good and marketable right, title and interest (alegal and beneficial) The Seller is a New York corporation, validly existing in and in good standing under the laws to all of the State Class B Shares, free and clear of New Yorkall liens, encumbrances, equities or claims; and, upon delivery of such Class B Shares against payment therefor by Buyer, good and has the corporate power to own its assets marketable right, title and interest (legal and beneficial) in and to transact all of such Class B Shares, free and clear of all liens, encumbrances, equities or claims, will pass to Buyer, subject only to regulatory approval; b. This Agreement has been duly authorized, executed and delivered by Seller and constitutes the business legal, valid and binding obligation of Seller, enforceable against Seller in which it is currently engaged. The Seller is duly qualified accordance with its terms, subject only to do business as a foreign corporation regulatory approval; c. To the best of Seller’s knowledge and is in good standing in each jurisdiction in which belief, the character sale of the business transacted Class B Shares by it Seller hereunder, the execution of this Agreement by Seller and the compliance by Seller with all of the provisions of this Agreement will not result in any violation of the provisions of the organizational documents of Seller, or any properties owned statute or leased by it requires any order, rule or regulation of any court or governmental agency or body having jurisdiction over Seller or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such qualification and in which court or governmental agency or body is required for the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) sale of the Seller; (b) The Class B Shares by Seller has hereunder or the power and authority to make, execute, deliver, and perform this Agreement and all consummation by Seller of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its termsother than applicable Form A approval(s) or other applicable State insurance regulatory approvals; (c) The Seller is not required to obtain d. To the consent best of any other party Seller’s knowledge and belief, there are no legal or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement proceedings pending to which the Seller is a party or by of which any property of Seller is the Seller may be bound; and (e) No litigation subject which, if determined adversely to Seller, individually or administrative proceeding of in the aggregate, would prevent or before any court, tribunal, or governmental body is currently pending, or to impair the knowledge sale of the Class B Shares by Seller threatened, against the Seller or any of its properties or with respect to this Agreement hereunder or the Notes that in the opinion consummation of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans ; e. Seller has consulted with Seller’s own advisors as to the Purchaser. The Seller shall cure a breach legal, tax, business, financial and related aspects of, and has not relied upon Buyer or any person affiliated with Buyer in connection with, the Seller’s execution of this Agreement or any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachtransactions contemplated hereby.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser and to the Credit Enhancer, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. ; (vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Cut-off Date Loan Balances with respect to the Home Equity Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Equity Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances; (viii) The representations Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and warranties adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Seller is a member of MERS in this Section shall survive good standing, and will comply in all material respects with the transfer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. (b) As to the Purchaser. Home Equity Loans (unless otherwise specified, all percentages in this Section 3.1(b) are by Cut-off Date Principal Balance): (i) The information set forth in the Home Equity Loan Schedule with respect to each Home Equity Loan or the Home Equity Loans, as the case may be, is true and correct in all material respects as of the date or dates respecting which such information is furnished; (ii) The Cut-off Date Loan Balances have not been assigned or pledged, the Seller shall cure a breach has good and marketable title thereto and the Seller is the sole owner and holder of such Cut-off Date Loan Balances free and clear of any representations and warranties all liens, claims, encumbrances, participation interests, equities, pledges, charges of security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Equity Loans to sell and assign the same pursuant to this Agreement; (iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good and marketable title thereto and the Seller is the sole owner and holder of the Home Equity Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges of security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Equity Loans to sell and assign the same pursuant to this Agreement; (iv) There is no right of rescission, valid offset, defense, claim or counterclaim of any obligor under any Loan Agreement or Mortgage except as may be provided under the Servicemembers Civil Relief Act, as amended; (v) There is no delinquent tax or assessment lien against any related Mortgaged Property; (vi) There is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) There are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-off Date, no Home Equity Loan was 30 days or more Delinquent in payment of principal and interest; (ix) For each Home Equity Loan, the related Mortgage File contains each of the documents and instruments required to be included therein under Section 2.1(c); (x) The related Loan Agreement and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable anti-predatory lending laws and the Constitution of the State of Texas; (xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Home Equity Loan and each such policy is valid and remains in full force and effect, unless the Mortgaged Property is located in the State of Iowa and an attorney's certificate has been provided in accordance with the Sale Program Guide, except that with respect to each Home Equity Loan with a Cut-off Date Loan Balance of less than $100,000 as to which no title insurance policy or binder or attorney's certificate was issued there are no intervening liens affecting the Mortgaged Property; (xii) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently attached to its foundation; (xiii) No more than 33.0% and Servicing 13.5% of the Home Equity Loans are secured by Mortgaged Properties located in California and Florida, respectively; (xiv) As of the Cut-off Date the Combined Loan-to-Value Ratio for each Home Equity Loan was not in excess of 101%; (xv) Immediately prior to the assignment of the Home Equity Loans to the Indenture Trustee, the Seller had good title to, and was the sole owner of, each Home Equity Loan free and clear of any pledge, lien, encumbrance or security interest (other than a first lien on such Mortgaged Property and the rights to servicing and related compensation) and such assignment validly transfers ownership of the Home Equity Loans to the Indenture Trustee free and clear of any pledge, lien, encumbrance or security interest (other than a first lien on such Mortgaged Property and the rights to servicing and related compensation); (xvi) The Seller has not transferred the Home Equity Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors; (xvii) The minimum monthly payment with respect to any Home Equity Loan is not less than the interest accrued at the applicable Loan Rate on the average daily Loan Balance during the interest period relating to the date on which such minimum monthly payment is due; (xviii) The Seller will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the terms of this Agreement; (xix) Each Loan Agreement and each Mortgage constitutes a legal, valid and binding obligation of the Mortgagor enforceable in accordance with its terms except as limited by bankruptcy, insolvency or other similar laws affecting generally the enforcement of creditors' rights; (xx) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) The Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the related Subservicer; (xxii) Each of the Mortgage Notes has a substantially similar definition of Prime as the Index applicable to the Loan Rate; (xxiii) None of the Home Equity Loans are reverse mortgage loans; (A) No Home Equity Loan has an original term to maturity in excess of 362 months. On each date that the Loan Rates have been adjusted prior to the Cut-off Date interest rate adjustments on the Home Equity Loans were made in compliance with the related Mortgage and Mortgage Note and applicable law. Over the term of any Home Equity Loan, the Loan Rate may not exceed the related maximum Loan Rate, if any. (B) The Home Equity Loans have maximum Loan Rates which range between 9.05% and 30.75%. The remedy specified Gross Margins for the Home Equity Loans range between less than 0.000% and 9.000%, and the weighted average Gross Margin for the Home Equity Loans is approximately 2.20% as of the Cut-off Date. As of the Cut-off Date, the Loan Rates on the Home Equity Loans range between 2.000% and 18.000% and the weighted average Loan Rate is approximately 8.6169%. The weighted average remaining term to stated maturity of the Home Equity Loans on a contractual basis as of the Cut-off Date is approximately 264 months; (A) Each Mortgaged Property with respect to the Home Equity Loans consists of a single parcel of real property with a single family residence erected thereon, a two-to-four family residence erected thereon, or improved by an individual condominium unit, planned unit development, townhouse or manufactured home. (B) With respect to the Home Equity Loans (i) approximately 31.58% of the Home Equity Loans are secured by real property improved by individual condominium units, planned unit developments (attached and detached), townhouses/rowhouses, condotels or manufactured homes, (ii) approximately 64.18% of the Home Equity Loans are secured by real property with a single family residence erected thereon and (iii) approximately 4.24% of the Home Equity Loans are secured by real property with a two-to-four family residence; (xxvi) As of the Cut-off Date, the Credit Limits on the Home Equity Loans range between approximately $7,800 and $920,000 with an average of $57,787. As of the Cut-off Date, no Home Equity Loan had a principal balance in excess of $687,000 and the Sale weighted average Credit Limit Utilization Rate, based on the Credit Limits of the Home Equity Loans is equal to approximately 77.96%; (xxvii) 98.99% of the Home Equity Loans are secured by second liens and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.remainder are secured by first liens;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as follows as of the Closing Datedate of the initial purchase and as of each Purchase Date that: (a) The Seller is a New York corporation, validly existing and in good standing financial services cooperative constituted under the laws of the State of New York, Quebec and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or any properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure so to qualify would have not constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Material Adverse Event. (b) The Seller has is not a non-resident of Canada within the power and authority to make, execute, deliver, and perform this Agreement and all meaning of the transactions contemplated Income Tax Act (Canada). (c) The execution, delivery and performance by this Agreementthe Seller of the Purchase Documents to which it is a party (i) are within the Seller’s powers, and has taken (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene or result in a material default under or material conflict with (1) the constating documents or by-laws of the Seller, (2) any law, rule or regulation applicable to the Seller, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Seller or its property. (d) No authorization, approval, licenses, consent or other action by, and no notice to authorize or filing with, any Governmental Authority or other Person is required for the due execution, deliverydelivery and performance by the Seller of each Purchase Document to which it is a party or to make such Purchase Document legal, valid, binding and admissible into evidence in a court of competent jurisdiction, other than authorizations, approvals, licenses, consents, actions, notices, filings or polling that have been obtained, made or taken. (e) Each of the Origination Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller is enforceable in accordance with its terms;terms against, each relevant Originator, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (cf) Each of the Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Seller, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (g) There are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened, against or affecting the Seller at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (h) The Seller is not required (and has been since the sale thereto by the Originators) the legal and beneficial owner of the Loans to obtain be sold to the consent Purchaser on the date of any other party the initial purchase or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filedon each Purchase Date, as the case may be, before excluding registered or recorded title to the Closing Date;Loan which may continue to be held by an applicable Originator (and the Originators respectively have been the owners of such Loans from the origination thereof up to the moment on which they were sold by the Originators to the Seller), free and clear of any Adverse Claim other than Permitted Security Interests and Adverse Claims granted by or in favour of the Purchaser; upon each purchase, the Purchaser shall acquire a valid and enforceable first priority perfected and opposable ownership interest in the applicable Loans (which, for greater certainty, shall be Purchased Loans) and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim other than Permitted Security Interests and Adverse Claims granted by or in favour of the Purchaser. (di) The executionOther than (i) registrations in the appropriate land titles office, deliveryland registry offices or similar offices of public registration in respect of the sale, transfer and assignment of the relevant Purchased Loans from the Seller to the Purchaser effected by this Agreement and the Seller Assignments (and any applicable registration in respect of registered title to the relevant Loans), including the Hypothecs securing the Purchased Loans, (ii) the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of actual notice of the sale, transfer and assignment thereof to the Purchaser, and performance (iii) the registration provided in Article 1642 of this Agreement the Civil Code of Québec to be effected in accordance with Sections 3.1(g), 3.2(m)(v) and 3.2(n), all material filings, recordings, notifications, registrations or other actions under all applicable laws have been made or taken in each jurisdiction where necessary or appropriate under applicable law (and other than certain registrations in the Province of Quebec which will be made when permitted by applicable law) to give legal effect to the transactions contemplated hereby and by the Seller will not violate other Purchase Documents, and to validate, preserve, perfect, publish, render opposable and protect the Purchaser’s ownership interest in and rights to collect any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision and all of the certificate related Purchased Loans being purchased on the date of incorporation the initial purchase and each relevant Purchase Date, including the right to arrange for the servicing and enforcement of such Purchased Loans and the Related Security related thereto, in each case, in accordance with the terms of the Transaction Documents. (j) Each Loan Purchase Notice, information, exhibit, financial statement, document, book, record or bylaws report furnished or to be furnished at any time by or on behalf of the Seller, as Seller or constitute a material breach otherwise, to the Purchaser in connection with this Agreement is or will be complete and accurate as of any mortgage, indenture, contract, or other agreement the date so furnished. (k) Each Purchased Loan will meet the Eligibility Criteria on the date of the initial purchase and each applicable Purchase Date. (l) The Seller’s complete name is set forth in the preamble to which this Agreement. (m) The domicile (as such term is used in the Civil Code) and registered office of each relevant Originator and the Seller is a party or by which the Seller may be bound; andare located in Quebec. (en) No litigation or administrative proceeding of or before any court, tribunal, or governmental body Each Loan File is currently pending, or to the knowledge of the Seller threatened, against complete in all material respects and reflects all material transactions between the Seller or the relevant Originator, as the case may be, and the Borrower under the related Purchased Loans and any other Person in respect thereof. (o) No selection procedures have been used in identifying the Loans for sale to the Purchaser which are adverse to the interests of the Purchaser. (p) The particulars of the Loans set out in the relevant Loan Purchase Notice in respect of any relevant Cut-Off Date are true, complete and accurate in all material respects. (q) Each of the Loans was originated by an Originator in compliance with all material laws applicable thereto, in the ordinary course of business and kept on its books for a minimum of one month prior to the Cut-Off Date. (r) Each Loan that has an amortization period has a remaining amortization period of less than 40 years as at the relevant Cut-Off Date. (s) All of the Borrowers are individuals or have guarantees from individuals for the Loans (which guarantees and any security related to such guarantees are assignable and will be sold, transferred and assigned to the Purchaser as Related Security). (t) Prior to the making of each advance under each of the relevant Loans, the Lending Criteria and all preconditions to the making of any Loan were satisfied in all material respects subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable and Prudent Hypothecary Lender. (u) Each Loan was made and its Related Security taken or received substantially on the terms of the Standard Documentation, and is subject to renewal in accordance with such Standard Documentation therefor, without any material variation thereto and nothing has been done subsequently to add to, lessen, modify or otherwise vary the express provisions of any of the same in any material respect. (v) No Loan is guaranteed by a third party save where the guarantee and any security related to such guarantee constitutes legal, valid and binding obligations of the guarantor enforceable in accordance with their terms and are assignable to the Purchaser and its properties assigns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (w) Interest on each Loan is charged in accordance with the Standard Documentation. (x) The whole of the Current Balance on each Loan is secured by a Hypothec over residential Property in Canada consisting of not more than four residential units. (y) Each Hypothec constitutes a valid first priority hypothec or mortgage lien over the related residential Property, or is insured as a first priority hypothec or lien, in each case subject to Permitted Security Interests. (z) Each Hypothec has first priority, subject to Permitted Security Interests, for the whole of the Current Balance on the Loan and all future interest, fees, costs and expenses payable under or in respect of such Hypothec. (aa) The True Balance on each Loan (other than any agreement for Additional Loan Advances (if any)) constitutes at the time of sale pursuant to this Agreement the terms hereof a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its related Hypothec constitute valid and binding obligations of the Borrower enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (bb) There is no requirement in order for a sale, transfer and assignment of the Loans and their Related Security to be effective to obtain the consent of the Borrower to such sale, transfer or assignment and such sale, transfer and assignment shall not give rise to any claim by the Borrower against the Purchaser, the Bond Trustee or any of their successors in title or assigns. (cc) All of the Properties are in Canada. (dd) Not more than 12 months (or a longer period as may be acceptable to a Reasonable and Prudent Hypothecary Lender) prior to the granting of each Loan, the relevant Originator obtained information on the relevant Property from an independently maintained valuation model, acceptable to Reasonable and Prudent Hypothecary Lenders, or received a valuation report on the relevant Property, which would be, and the contents or confirmation, as applicable, of which, were such as would be, acceptable to Reasonable and Prudent Hypothecary Lenders or obtained such other form of valuation of the relevant Property which has received Rating Agency Confirmation. (ee) Prior to the taking of Related Security (other than a re-hypothecation) in respect of each Loan, the relevant Originator instructed lawyers or service providers to conduct a search of title to the relevant Property and to undertake such other searches, investigations, enquiries and actions on behalf of the Originator as would be acceptable to a Reasonable and Prudent Hypothecary Lender or the Notes Borrower was required to, and did, obtain either (i) a solicitor’s or notary’s opinion on title or (ii) Lender’s title insurance in respect of the Loan from an insurer acceptable to Reasonable and Prudent Hypothecary Lenders. (ff) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by adequate building insurance maintained by the Borrower or in the opinion case of a leasehold property under a policy arranged by a relevant landlord or property management company. (gg) At all times either the Seller or the relevant Originator, as the case may be, has, since the making of each Loan, serviced the Loan in compliance with all material laws applicable thereto, kept or procured the keeping of full and proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Loans and their Related Security. (hh) The Originators and/or the Seller have put in place procedures so that the documentation relating to the Loans includes the consent of the Borrower to disclosure by the Seller has of information relating to the Borrower and the related Loans to other Persons, which would include the Purchaser. (ii) Each Loan being sold on a reasonable likelihood Transfer Date satisfies the Eligibility Criteria as at such Transfer Date. (jj) Each Loan satisfies the requirements of resulting Section 21.6 of the Covered Bond Legislative Framework as in a material adverse effect on the transactions contemplated related Transfer Date. (kk) Each Loan satisfies the eligibility criteria as may be prescribed by this Agreementthe CMHC Guide as in effect on the related Transfer Date. (ll) No Issuer Event of Default or Guarantor Event of Default under the Transaction Documents shall have occurred which is continuing as at the relevant Purchase Date. If New Portfolio Asset Types are to be sold to the Purchaser, then the Representations and Warranties will be modified as required to accommodate these New Portfolio Asset Types (subject to Rating Agency Confirmation and compliance with the CMHC Guide and the Covered Bond Legislative Framework). The representations and warranties in this Section of the Seller shall survive the transfer date of the Mortgage Loans to initial purchase and the Purchaser. The Seller shall cure a breach of any Purchase Date on which such representations and warranties in accordance with the Sale and Servicing are given or deemed to be given pursuant to this Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller (a) CHL represents and warrants to the Purchaser as of the Closing Date: (a1) The Seller CHL is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller CHL is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the SellerCHL; (b2) The Seller CHL has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller CHL enforceable in accordance with its terms; (c3) The Seller CHL is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d4) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the SellerCHL, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller CHL is a party or by which the Seller CHL may be bound; and (e5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller CHL threatened, against the Seller CHL or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller CHL has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (b) CLFT represents and warrants to the Purchaser as of the Closing Date: (1) CLFT is a Delaware corporation, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to own its assets and to transact the business in which it is currently engaged. CLFT is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of CLFT. (2) CLFT has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of CLFT enforceable in accordance with its terms; (3) CLFT is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by CLFT will not violate any provision of any existing law or regulation or any order or decree of any court applicable to CLFT or any provision of the certificate of incorporation or bylaws of CLFT, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which CLFT is a party or by which CLFT may be bound; and (5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of CLFT threatened, against CLFT or any of its properties or with respect to this Agreement or the Notes that in the opinion of CLFT has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (c) The representations and warranties in this Section 3.01 shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller CHL shall cure a breach of any of the representations and warranties of CHL and CLFT in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the a Seller respecting with respect to any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The that: Seller is a New York corporationcompany limited by shares, duly organized, validly existing and in good standing under the laws of the State of New YorkLaw, and has the all requisite corporate power and authority to own or lease and operate its assets properties and to transact carry on its business as proposed to be conducted; Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; the business execution, delivery and performance of this Agreement by Seller: has been duly authorized by all requisite corporate action on the part of Seller, and no other proceedings on the part of Seller or any other person are necessary for such authorization; and will not: violate the Law or any applicable order of any Public Sector Entity, or any provision of the [memorandum and clauses of association] of Seller; or violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any indenture, agreement for borrowed money, bond, note, instrument or other agreement to which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and party or by which Seller or its property is bound, excluding defaults or violations that would not, individually or in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would aggregate, have a material adverse effect on the business, properties, assets, financial condition or condition (financial results of operation of Seller or other) of the Seller; (b) The on its ability to perform its obligations under this Agreement; Seller has the power duly executed and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by delivered this Agreement; assuming it constitutes a legal, valid and has taken all necessary corporate action to authorize the execution, delivery, and performance binding obligation of this Agreement. When executed and deliveredPurchaser, this Agreement will constitute the constitutes a legal, valid and legally binding obligation of the Seller Seller, enforceable against it in accordance with its terms; (c) The Seller is not required , subject to: bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to obtain creditors' rights; and general principles of equity; to the best of its knowledge after reasonable inquiry, no filing or registration with, no notice to and no permit, authorization, consent or approval of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with person is required for the execution, delivery, performance, validity, delivery or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by Seller, except for the Governmental Approvals required as of the date of execution of this Agreement; Seller will is not violate in default under any provision agreement or instrument of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement nature whatsoever to which the Seller it is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before it is bound in any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes manner that in the opinion of the Seller has a reasonable likelihood of resulting in would have a material adverse effect on the transactions contemplated by its ability to perform its obligations under this Agreement. The representations , or the validity or enforceability of this Agreement; and warranties in there is no action, suit, proceeding or investigation pending or, to Seller's knowledge, threatened: for the dissolution of Seller; or against Seller, which, if adversely determined, would have a material adverse effect on its ability to perform its obligations under this Section shall survive Agreement, or the transfer validity or enforceability of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing this Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Each Seller, severally (in respect of their relevant Seller Allocation) and not jointly, represents and warrants to the Purchaser that, as of the date of this Agreement and as of the Closing Date: (a) The : a. where such Seller is a New York corporationnot an individual, it is duly formed and validly existing and in good standing under the laws of the State of New Yorkits incorporation, with power and authority to enter into, deliver and perform its obligations under this Agreement and has taken all actions (including obtaining all necessary consents, approvals, antitrust approvals and clearances, regulatory clearances and applications, and has the corporate power permits, if any) required to own its assets enter into this Agreement and to transact complete the business sale of the Purchased Shares contemplated hereunder; b. this Agreement has been duly authorized, executed and delivered by it and is enforceable against it in which accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity; c. the execution and delivery of this Agreement by it is currently engaged. The and its compliance with all provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default, under any contract, agreement, commitment, obligation or undertaking, or result in the creation or imposition of any lien, charge or encumbrance upon any of its property or assets; (ii) where such Seller is duly qualified to do business as a foreign corporation and is not an individual, result in good standing any violation of the provisions of its organizational documents; or (iii) result in each any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction in which the character respect of the business transacted by it or any properties owned of its properties, except (in the case of clauses (i) or leased by it requires (iii) above) for such qualification and conflicts, breaches, violations, defaults, liens, charges or encumbrances which would not, individually or in which the failure so aggregate, reasonably be expected to qualify would have a material adverse effect on the businessability of such Seller to enter into, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform its obligations under this Agreement and all of consummate the transactions contemplated hereby; d. on the Closing Date, such Seller will be the record and beneficial owner of, and have good, valid and marketable title to, its relevant Purchased Shares, free and clear of any lien other than restrictions arising under applicable securities laws. The relevant Purchased Shares owned by it will not be subject to any stockholder agreement, investor right agreement, registration rights agreement, voting agreement or trust, proxy or other contract that could require it to sell, transfer, or otherwise dispose of any such Purchased Shares (other than pursuant to this Agreement, and has taken all necessary corporate action ). There will be no limitations or restrictions on its right to authorize the execution, delivery, and performance of transfer its relevant Purchased Shares pursuant to this Agreement. When executed At Closing, it shall transfer ownership and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with title to its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable relevant Purchased Shares to the Seller or any provision of Purchaser so that the certificate of incorporation or bylaws of the SellerPurchaser will have free, or constitute a material breach of any mortgageunencumbered and unrestricted ownership over them, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.than restrictions arising under applicable securities laws;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting with respect to any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Buyer that as of the Closing Date: (a) The With respect to Seller: (1) Seller is a New York corporationthe type of legal entity specified in the Seller Signature Page, is duly organized, validly existing and in good standing under the laws of the State state of New Yorkits organization as specified in the Seller Signature Page; (2) Seller has obtained all required consents, approvals and authorizations, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the full power and authority to make, sell each such Mortgage Loan and to execute, deliverdeliver and perform, and perform to enter into and consummate all transactions contemplated by this Agreement, Seller’s Executive Management has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, each Deed and each Assignment of Mortgage to Buyer constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (3) The execution and delivery of this Agreement, the sale of Mortgage Loans to Buyer, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will not materially conflict with or result in a material breach of any of the terms, conditions or provisions of Seller’s organizational documents or any legal restriction or any agreement or instrument to which Seller is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject; (4) No consent, approval, authorization or order of any court or governmental agency or body or other party is required for the execution, delivery and all performance by Seller of or compliance by Seller with this Agreement, the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licensesapprovals, approvals or authorizations, or registrations or declarations, that authorizations and orders which have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be boundobtained; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller represents and warrants to Buyer that as of the Purchaser date hereof and as of the Closing Date: (a) The With respect to Seller: (1) Seller is a New York corporationthe type of legal entity specified in the Seller Signature Page, is duly organized, validly existing and in good standing under the laws of the State state of New Yorkits organization as specified in the Seller Signature Page; (2) Seller has obtained all required consents, approvals and authorizations, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the full power and authority to make, sell each such Mortgage Loan and to execute, deliverdeliver and perform, and perform to enter into and consummate all transactions contemplated by this Agreement, The execution, and delivery of and performance under this Agreement has been duly authorized and all this Agreement, each Deed and each Assignment of Mortgage to Buyer constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (3) The execution and delivery of this Agreement, the sale of Mortgage Loans to Buyer, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will not materially conflict with or result in a material breach of any of the terms, conditions or provisions of Seller’s organizational documents or any legal restriction or any agreement or instrument to which Seller is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject; (4) No consent, approval, authorization or order of any court or governmental agency or body or other party is required for the execution, delivery and performance by Seller of or compliance by Seller with this Agreement, the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licensesapprovals, approvals or authorizations, or registrations or declarations, that authorizations and orders which have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be boundobtained; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser and to the Credit Enhancer, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationlimited liability company duly organized, validly existing and in good standing under the laws of the State of New Yorkgoverning its creation and existence, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation limited liability company and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation formation or bylaws limited liability company agreement of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. ; (vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Cut-off Date Loan Balances with respect to the Home Equity Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Equity Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances; (viii) The representations Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and warranties adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Seller is a member of MERS in this Section shall survive good standing, and will comply in all material respects with the transfer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. (b) As to the Purchaser. Group I Loans (unless otherwise specified, all percentages in this Section 3.1(b) are by Cut-off Date Principal Balance): (i) As of the Cut-off Date, no Group I Loan is 30 days or more Delinquent in payment of principal and interest; (ii) The Seller shall cure a breach information set forth in the Group I Loan Schedule with respect to each Group I Loan or the Group I Loans, as the case may be, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) There is no right of rescission, valid offset, defense, claim or counterclaim of any representations obligor under any Mortgage Note or Mortgage except as may be provided under the Servicemembers Civil Relief Act, as amended; (iv) There is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (v) There is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vi) There are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage; (vii) For each Group I Loan, the related Custodial File contains or will contain each of the documents and warranties instruments specified to be included therein; (viii) The related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable anti-predatory lending laws and the Constitution of the State of Texas; (ix) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Group I Loan and each such policy is valid and remains in full force and effect, unless the Mortgaged Property is located in the State of Iowa and an attorney's certificate has been provided in accordance with the Sale Program Guide, and a title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Mortgage Loan as to which no title insurance policy or binder was issued; (x) With respect to each Group I Loan, the ratio, expressed as a percentage, of (A) the sum of (i) the Cut-off Date Principal Balance of such Group I Loan and (ii) any outstanding principal balance, as of the Cut-off Date, of all other mortgage loans, if any, secured by senior or subordinate liens on the related Mortgaged Property, to (B) the Appraised Value, or, to the extent permitted by the Program Guide, the Stated Value of such Mortgaged Property, was not in excess of 100%; (xi) The physical property subject to each Mortgage is free of material damage and is in good repair; (xii) The Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the related Subservicer; (xiii) The Loan Rate on each Group I Loan will be fixed. No Group I Loan is subject to negative amortization; (xiv) No more than 25.0% and 10.7% of the Group I Loans are secured by Mortgaged Properties located in California and Florida, respectively; (xv) Immediately prior to the assignment of the Group I Loans to the Indenture Trustee, the Seller had good title to, and was the sole owner of, each Group I Loan free and clear of any pledge, lien, encumbrance or security interest (other than a first lien on such Mortgaged Property and the rights to servicing and related compensation) and such assignment validly transfers ownership of the Group I Loans to the Indenture Trustee free and clear of any pledge, lien, encumbrance or security interest (other than a first lien on such Mortgaged Property and the rights to servicing and related compensation); (xvi) Approximately 63.9% of the Group I Loans are balloon loans; (xvii) No Group I Loan will have a remaining term to stated maturity as of the Cut-off Date of less than 58 months. The weighted average remaining term to stated maturity of the Group I Loans as of the Cut-off Date will be approximately 220 months. The weighted average original term to maturity of the Group I Loans as of the Cut-off Date will be approximately 221 months. Approximately 0.1% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately five years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 60 months. Approximately 0.3% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately ten years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 118 months. Approximately 4.7% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately fifteen years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 179 months. Approximately 0.9% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately twenty years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 238 months. Approximately 7.7% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately twenty-five or more years, including approximately 7.4% that have original terms to maturity of approximately thirty years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 356 months. Approximately 63.9% of the Group I Loans are balloon loans will have original terms to maturity of approximately fifteen years based on 30-year amortization schedules, with a weighted average remaining term to stated maturity of 179 months; (xviii) [Reserved]; (xix) Other than with respect to a payment default, there is no material default, breach, violation or event of acceleration existing under the terms of any Mortgage Note or Mortgage and no event which, with notice and expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration under the terms of any Mortgage Note or Mortgage, and no such material default, breach, violation or event of acceleration has been waived by the Seller or by any other entity involved in originating or servicing a Group I Loan; (xx) For each Group I Loan, hazard insurance and flood insurance has been obtained which meets all applicable requirements of Section 3.04 of the Servicing Agreement. The remedy specified , or the Master Servicer will obtain blanket coverage in respect thereof as contemplated in the Sale Servicing Agreement; (xxi) Each Mortgage Note and Servicing Agreement shall constitute each Mortgage is an enforceable obligation of the sole remedy against related Mortgagor; (xxii) No instrument of release or waiver has been executed in connection with the Seller respecting Group I Loans, and no Mortgagor has been released, in whole or in part from its obligations in connection with a Group I Loan; (xxiii) With respect to each Group I Loan that is a second lien, either (i) no consent for the Group I Loan was required by the holder of the related prior lien or (ii) such consent has been obtained and is contained in the Custodial File; (xxiv) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently attached to its foundation; (xxv) Each Group I Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any breach.other provision that would allow a Group I Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6); (xxvi) Approximately 95.2% of the Group I Loans are actuarial mortgage loans, on which 30 days of interest is owed each month irrespective of the day on which the payment is received; (xxvii) As of the Cut-off Date, the Loan Rates of the Group I Loans range between 5.550% per annum and 18.675% per annum, with a weighted average Loan Rate of approximately 10.7858% per annum;

Seller Representations and Warranties. The Seller (a) GMACM represents and warrants to the Purchaser Purchaser, as of the Closing DateDate and as of each Subsequent Transfer Date (or if otherwise specified below, as of the date so specified) that as to GMACM: (ai) The Seller GMACM is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State jurisdiction governing its creation and existence and is or will be in compliance with the laws of New York, and has the corporate power to own its assets and to transact the business each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business as a foreign corporation and is in good standing in the extent necessary to ensure the enforceability of each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the SellerMortgage Loan; (bii) The Seller GMACM has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and each Subsequent Transfer Agreement to which it is a party and all of the transactions contemplated by under this Agreement and each such Subsequent Transfer Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement and each such Subsequent Transfer Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (ciii) The Seller GMACM is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement or any Subsequent Transfer Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and any Subsequent Transfer Agreement by GMACM and its performance and compliance with the Seller terms of this Agreement and each such Subsequent Transfer Agreement will not violate any provision GMACM's Certificate of any existing law Incorporation or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of of, any mortgage, indenture, material contract, agreement or other agreement instrument to which the Seller GMACM is a party or by which the Seller may be bound; andapplicable to GMACM or any of its assets; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller GMACM threatened, against the Seller or any of its properties GMACM or with respect to this Agreement or the Notes any Subsequent Transfer Agreement that in the opinion of the Seller GMACM has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement or any Subsequent Transfer Agreement. ; (vi) This Agreement and each Subsequent Transfer Agreement to which it is a party, constitutes a legal, valid and binding obligation of GMACM, enforceable against GMACM in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity) or by public policy with respect to indemnification under applicable securities laws; (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of GMACM in and to the GMACM Initial Mortgage Loans, including the Cut-Off Date Principal Balances with respect to the GMACM Initial Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-Off Date Principal Balances with respect to the GMACM Initial Mortgage Loans; and (viii) GMACM is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of GMACM or its properties or might have consequences that would materially adversely affect its performance hereunder; (b) GMACM represents and warrants to the Purchaser, with respect to each Initial Mortgage Loan as of the Closing Date (or if otherwise specified below, as of the date so specified) and with respect to each Subsequent Mortgage Loan as of the related Subsequent Transfer Date (or if otherwise specified below, as of the date so specified) that: (i) The representations information set forth in the Mortgage Loan Schedule with respect to each Mortgage Loan or the Mortgage Loans is true and warranties correct in this Section shall survive all material respects as of the transfer date or dates respecting which such information is initially furnished; (ii) With respect to each of the WG Trust Initial Mortgage Loans or, as applicable, any the Subsequent Mortgage Loans sold by WG Trust, as of each respective Prior Transfer Date: (A) the related Mortgage Note and the Mortgage had not been assigned or pledged, except for any assignment or pledge that had been satisfied and released, (B) immediately prior to the assignment of such Mortgage Loans to WG Trust, GMACM had good title thereto and (C) immediately prior to such assignment, GMACM was the sole owner and holder of the Mortgage Loan free and clear of any and all liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in a second lien position, the lien of the related first mortgage) of any nature and had full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loan, to sell and assign the same pursuant to the Purchase Agreement; (iii) With respect to each of the GMACM Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold by GMACM as of each respective Subsequent Transfer Date: (A) the related Mortgage Note and the Mortgage have not been assigned or pledged, except for any assignment or pledge that has been satisfied and released, (B) immediately prior to such assignment of the Mortgage Loans to the Purchaser. The Seller shall cure a breach Purchaser (or to the Issuer in the case of the Subsequent Mortgage Loans sold by GMACM), GMACM had good title thereto and (C) GMACM is the sole owner and holder of the Mortgage Loan free and clear of any representations and warranties all liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in a second lien position, the lien of the related first mortgage) of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans, to sell and assign the same pursuant to this Agreement or the related Subsequent Transfer Agreement, as applicable; (iv) To the best of GMACM's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage Note or Mortgage; (v) To the best of GMACM's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of GMACM's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of GMACM's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-Off Date or related Subsequent Cut-Off Date, no Mortgage Loan was 30 days or more delinquent in payment of principal or interest; (ix) With respect to the GMACM Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans, the related Mortgage File contains or will contain, in accordance with the Sale definition of Mortgage File, each of the documents and Servicing instruments specified to be included therein in the definition of "Mortgage File" in Appendix A to the Indenture (it being understood that the Custodian maintains the Mortgage Note related to each Mortgage File and the Servicer maintains the remainder of the items to be included in the Mortgage File pursuant to the terms of this Agreement); (x) To the best of GMACM's knowledge, the related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, applicable predatory lending laws; (xi) A title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Mortgage Loan; (xii) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently attached to its foundation; (xiii) As of the Cut-Off Date, no more than approximately 29.48%, 6.63%, 5.86% and 5.38% of the Mortgage Loans by Cut-Off Date Principal Balance are secured by Mortgaged Properties located in California, New York, Florida and Massachusetts, respectively; (xiv) As of the Cut-Off Date or Subsequent Cut-Off Date, the Combined Loan-to-Value Ratio for each Mortgage Loan was not in excess of 100.00%; (xv) GMACM has not transferred the GMACM Initial Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors; (xvi) Within a loan type, and except as required by applicable law, each Mortgage Note and each Mortgage is an enforceable obligation of the related Mortgagor; (xvii) To the best knowledge of GMACM, the physical property subject to each Mortgage is free of material damage and is in acceptable repair; (xviii) GMACM has not received a notice of default of any mortgage loan related to a Mortgaged Property which has not been cured by a party other than the Servicer; (xix) None of the Mortgage Loans are subject to Section 32 of the Home Ownership and Equity Protection Act of 1994 ("HOEPA"); (xx) None of the Mortgage Loans is a reverse mortgage loan; (xxi) No Mortgage Loan has an original term to maturity in excess of 300 months or a maturity date later than April 1, 2033; (xxii) All of the Mortgage Loans are fixed rate and are fully amortizing. As of the Cut-off Date, the Loan Rates on the Mortgage Loans range between 3.875% per annum and 15.275% per annum. As of the Cut-Off Date, the weighted average Loan Rate for the Initial Mortgage Loans is approximately 7.778% per annum. The remedy specified weighted average remaining term to stated maturity of the Initial Mortgage Loans as of the Cut-Off Date is approximately 204 months; (A) Each Mortgaged Property consists of a single parcel of real property with a single family or two- to four-family residence erected thereon, or an individual condominium unit or a unit in a planned development; (B) with respect to the Sale Mortgage Loans (a) approximately 15.72% (by Cut-Off Date Principal Balance) are secured by real property improved by individual condominium units or a unit in a planned development, (b) approximately 82.12% (by Cut-Off Date Principal Balance) are secured by real property with a single family residence erected thereon, (c) approximately 1.77% (by Cut-Off Date Principal Balance) are secured by real property with a two- to four-family residence erected thereon and Servicing Agreement shall constitute (d) none are secured by real property improved by manufactured housing; (xxiv) As of the sole remedy against Cut-Off Date no Initial Mortgage Loan had a principal balance in excess of $300,000; (xxv) Approximately 84.43% of the Seller respecting any breach.Initial Mortgage Loans, by aggregate Principal Balance as of the Cut-Off Date, are secured by second liens; (xxvi) Each Initial Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date and as of each Subsequent Transfer Date: (ai) The Seller It is a New York corporationnational banking association, validly existing and in good standing under the laws of the State United States of New York, America and has the corporate requisite power and authority to own its assets and to transact the business in which it is currently engaged. The Seller It is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the (a) its business, properties, assets, or condition (financial or other), (b) its performance of its obligations under this Purchase Agreement, (c) the value or marketability of the SellerMortgage Loans and (d) the ability to foreclose on the related Mortgaged Properties; (bii) The Seller It has the power and authority to make, execute, deliver, deliver and perform this Purchase Agreement and all of the transactions contemplated by under this Purchase Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Purchase Agreement. When executed and delivered, this Purchase Agreement will constitute the its legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller It holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Purchase Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before prior to the Closing Date; (div) The execution, delivery, delivery and performance of this Purchase Agreement by the Seller it will not violate conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller it or any of its properties or with respect to this Agreement any provision of its Articles of Association or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall Bylaws, or constitute the sole remedy against the Seller respecting any breach.a

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser and to the Credit Enhancer, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. ; (vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Cut-off Date Loan Balances with respect to the Home Equity Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Equity Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances; (viii) The representations Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and warranties adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Seller is a member of MERS in this Section shall survive good standing, and will comply in all material respects with the transfer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. (b) As to the Purchaser. Home Equity Loans (unless otherwise specified, all percentages in this Section 3.1(b) are by Cut-off Date Principal Balance): (i) The information set forth in the Home Equity Loan Schedule with respect to each Home Equity Loan or the Home Equity Loans, as the case may be, is true and correct in all material respects as of the date or dates respecting which such information is furnished; (ii) The Cut-off Date Loan Balances have not been assigned or pledged, the Seller shall cure a breach has good and marketable title thereto and the Seller is the sole owner and holder of such Cut-off Date Loan Balances free and clear of any representations and warranties all liens, claims, encumbrances, participation interests, equities, pledges, charges of security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Equity Loans to sell and assign the same pursuant to this Agreement; (iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good and marketable title thereto and the Seller is the sole owner and holder of the Home Equity Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges of security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Equity Loans to sell and assign the same pursuant to this Agreement; (iv) There is no right of rescission, valid offset, defense, claim or counterclaim of any obligor under any Loan Agreement or Mortgage except as may be provided under the Servicemembers Civil Relief Act, as amended; (v) There is no delinquent tax or assessment lien against any related Mortgaged Property; (vi) There is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) There are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-off Date, no Home Equity Loan was 30 days or more Delinquent in payment of principal and interest; (ix) For each Home Equity Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein; (x) The related Loan Agreement and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable anti-predatory lending laws and the Constitution of the State of Texas; (xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Home Equity Loan and each such policy is valid and remains in full force and effect, unless the Mortgaged Property is located in the State of Iowa and an attorney's certificate has been provided in accordance with the Sale Program Guide, except that with respect to each Home Equity Loan with a Cut-off Date Loan Balance of less than $100,000 as to which no title insurance policy or binder or attorney's certificate was issued there are no intervening liens affecting the Mortgaged Property; (xii) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently attached to its foundation; (xiii) No more than 36.0% and Servicing 12.5% of the Home Equity Loans are secured by Mortgaged Properties located in California and Florida, respectively; (xiv) As of the Cut-off Date the Combined Loan-to-Value Ratio for each Home Equity Loan was not in excess of 100%; (xv) Immediately prior to the assignment of the Home Equity Loans to the Indenture Trustee, the Seller had good title to, and was the sole owner of, each Home Equity Loan free and clear of any pledge, lien, encumbrance or security interest (other than a first lien on such Mortgaged Property and the rights to servicing and related compensation) and such assignment validly transfers ownership of the Home Equity Loans to the Indenture Trustee free and clear of any pledge, lien, encumbrance or security interest (other than a first lien on such Mortgaged Property and the rights to servicing and related compensation); (xvi) The Seller has not transferred the Home Equity Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors; (xvii) The minimum monthly payment with respect to any Home Equity Loan is not less than the interest accrued at the applicable Loan Rate on the average daily Loan Balance during the interest period relating to the date on which such minimum monthly payment is due; (xviii) The Seller will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the terms of this Agreement; (xix) Each Loan Agreement and each Mortgage constitutes a legal, valid and binding obligation of the Mortgagor enforceable in accordance with its terms except as limited by bankruptcy, insolvency or other similar laws affecting generally the enforcement of creditors' rights; (xx) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) The Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the related Subservicer; (xxii) Each of the Mortgage Notes has a substantially similar definition of Prime as the Index applicable to the Loan Rate; (xxiii) None of the Home Equity Loans are reverse mortgage loans; (A) No Home Equity Loan has an original term to maturity in excess of 360 months. On each date that the Loan Rates have been adjusted prior to the Cut-off Date interest rate adjustments on the Home Equity Loans were made in compliance with the related Mortgage and Mortgage Note and applicable law. Over the term of any Home Equity Loan, the Loan Rate may not exceed the related maximum Loan Rate, if any. (B) The Home Equity Loans have maximum Loan Rates which range between 10.00% and 30.50%. The remedy specified Gross Margins for the Home Equity Loans range between less than 0.000% and 7.625%, and the weighted average Gross Margin for the Home Equity Loans is approximately 2.52% as of the Cut-off Date. As of the Cut-off Date, the Loan Rates on the Home Equity Loans range between 2.000% and 18.000% and the weighted average Loan Rate is approximately 7.6281%. The weighted average remaining term to stated maturity of the Home Equity Loans on a contractual basis as of the Cut-off Date is approximately 268 months; (A) Each Mortgaged Property with respect to the Home Equity Loans consists of a single parcel of real property with a single family residence erected thereon, a two-to-four family residence erected thereon, or improved by an individual condominium unit, planned unit development, townhouse or manufactured home. (B) With respect to the Home Equity Loans (i) approximately 31.68% of the Home Equity Loans are secured by real property improved by individual condominium units, planned unit developments (attached and detached), townhouses/rowhouses, mobile homes or manufactured homes, (ii) approximately 63.90% of the Home Equity Loans are secured by real property with a single family residence erected thereon and (iii) approximately 4.42% of the Home Equity Loans are secured by real property with a two-to-four family residence; (xxvi) As of the Cut-off Date, the Credit Limits on the Home Equity Loans range between approximately $10,000 and $704,400 with an average of $65,472. As of the Cut-off Date, no Home Equity Loan had a principal balance in excess of $493,420 and the Sale weighted average Credit Limit Utilization Rate, based on the Credit Limits of the Home Equity Loans is equal to approximately 86.81%; (xxvii) 96.93% of the Home Equity Loans are secured by second liens and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.remainder are secured by first liens;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date and as of each Transfer Date: (ai) The Seller It is a New York corporation, validly national banking association existing and in good standing under the laws of the State United States of New York, America and has the corporate requisite power and authority to own its assets and to transact the business in which it is currently engaged. The Seller It is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the (a) its business, properties, assets, or condition (financial or other), (b) its performance of its obligations under this Purchase Agreement, (c) the value or marketability of the SellerMortgage Loans and (d) the ability to foreclose on the related Mortgaged Properties; (bii) The Seller It has the power and authority to make, execute, deliver, deliver and perform this Purchase Agreement and all of the transactions contemplated by under this Purchase Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Purchase Agreement. When executed and delivered, this Purchase Agreement will constitute the its legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller It holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Purchase Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before prior to the Closing Date; (div) The execution, delivery, delivery and performance of this Purchase Agreement by the Seller it will not violate conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller it or any of its properties or any provision of the certificate its Articles of incorporation Association or bylaws of the SellerBylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract, contract or other agreement to which the Seller it is a party or by which the Seller it may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the its knowledge of the Seller threatened, against the Seller it or any of its properties or with respect to this Purchase Agreement or the Notes that Certificates which in the its opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Purchase Agreement. ; (vi) The representations and warranties transactions contemplated by this Purchase Agreement are in this Section shall survive the ordinary course of business of the Seller; and (vii) The Seller is not insolvent, nor will it be made insolvent by the transfer of the Mortgage Loans to Loans, nor is the Purchaser. The Seller shall cure a breach aware of any pending insolvency. It is understood and agreed that the representations and warranties set forth in accordance with this Section 3.1 shall survive delivery of the Sale and Servicing Agreement. The remedy specified in Mortgage Files to the Sale and Servicing Agreement shall constitute Document Custodian on behalf of the sole remedy against the Seller respecting any breachPurchaser.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing Date:Date (or if otherwise specified below, as of the date so specified) (a) As to the Seller (i) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction . in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations ; (vi) This Agreement constitutes a legal, valid and warranties in this Section shall survive the transfer binding obligation of the Mortgage Loans to Seller, enforceable against the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the Sale enforcement of creditors' rights in general and Servicing Agreement. The remedy specified except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Sale Purchaser of all right, title and Servicing Agreement shall constitute the sole remedy against interest of the Seller respecting any breachin, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cutoff Date .

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser and to the Credit Enhancer, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. ; (vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Cut-off Date Loan Balances with respect to the Home Equity Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Equity Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller, and upon payment for the Additional Balances, will constitute a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances; (viii) The representations Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and warranties adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Seller is a member of MERS in this Section shall survive good standing, and will comply in all material respects with the transfer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. (b) As to the Purchaser. Group I Loans (unless otherwise specified, all percentages in this Section 3.1(b) are by Cut-off Date Principal Balance): (i) As of the Cut-off Date, no Group I Loan is 30 days or more Delinquent in payment of principal and interest; (ii) The Seller shall cure a breach information set forth in the Group I Loan Schedule with respect to each Group I Loan or the Group I Loans, as the case may be, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) There is no right of rescission, valid offset, defense, claim or counterclaim of any representations obligor under any Mortgage Note or Mortgage except as may be provided under the Servicemembers Civil Relief Act, as amended; (iv) There is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (v) There is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vi) There are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage; (vii) For each Group I Loan, the related Mortgage File contains or will contain each of the documents and warranties instruments specified to be included therein; (viii) The related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable anti-predatory lending laws and the Constitution of the State of Texas; (ix) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Group I Loan and each such policy is valid and remains in full force and effect, unless the Mortgaged Property is located in the State of Iowa and an attorney's certificate has been provided in accordance with the Sale Program Guide, and a title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Mortgage Loan as to which no title insurance policy or binder was issued; (x) With respect to each Group I Loan, the ratio, expressed as a percentage, of (A) the sum of (i) the Cut-off Date Principal Balance of such Group I Loan and (ii) any outstanding principal balance, as of the Cut-off Date, of all other mortgage loans, if any, secured by senior or subordinate liens on the related Mortgaged Property, to (B) the Appraised Value, or, to the extent permitted by the Program Guide, the Stated Value of such Mortgaged Property, was not in excess of 100%; (xi) To the best of the Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xii) The Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the related Subservicer; (xiii) The Loan Rate on each Group I Loan will be fixed. No Group I Loan is subject to negative amortization; (xiv) No more than 22.4% and 10.7% of the Group I Loans are secured by Mortgaged Properties located in California and Texas, respectively; (xv) Immediately prior to the assignment of the Group I Loans to the Indenture Trustee, the Seller had good title to, and was the sole owner of, each Group I Loan free and clear of any pledge, lien, encumbrance or security interest (other than a first lien on such Mortgaged Property and the rights to servicing and related compensation) and such assignment validly transfers ownership of the Group I Loans to the Indenture Trustee free and clear of any pledge, lien, encumbrance or security interest (other than a first lien on such Mortgaged Property and the rights to servicing and related compensation); (xvi) Approximately 66.4% of the Group I Loans are balloon loans; (xvii) No Group I Loan will have a remaining term to stated maturity as of the Cut-off Date of less than 57 months. The weighted average remaining term to stated maturity of the Group I Loans as of the Cut-off Date will be approximately 206 months. The weighted average original term to maturity of the Group I Loans as of the Cut-off Date will be approximately 208 months. Approximately 0.1% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately five years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 60 months. Approximately 0.6% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately ten years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 118 months. Approximately 9.0% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately fifteen years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 178 months. Approximately 5.1% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately twenty years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 238 months. Approximately 4.9% of the Group I Loans are fully-amortizing and will have original terms to maturity of approximately twenty-five years, with a weighted average remaining term to stated maturity of such Group I Loans of approximately 350 months. Approximately 66.4% of the Group I Loans are balloon loans will have original terms to maturity of approximately fifteen years based on 30-year amortization schedules, with a weighted average remaining term to stated maturity of 179 months; (xviii) [Reserved]; (xix) Other than with respect to a payment default, there is no material default, breach, violation or event of acceleration existing under the terms of any Mortgage Note or Mortgage and no event which, with notice and expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration under the terms of any Mortgage Note or Mortgage, and no such material default, breach, violation or event of acceleration has been waived by the Seller or by any other entity involved in originating or servicing a Group I Loan; (xx) For each Group I Loan, hazard insurance and flood insurance has been obtained which meets all applicable requirements of Section 3.04 of the Servicing Agreement. The remedy specified , or the Master Servicer will obtain blanket coverage in respect thereof as contemplated in the Sale Servicing Agreement; (xxi) Each Mortgage Note and Servicing Agreement shall constitute each Mortgage is an enforceable obligation of the sole remedy against related Mortgagor; (xxii) No instrument of release or waiver has been executed in connection with the Seller respecting Group I Loans, and no Mortgagor has been released, in whole or in part from its obligations in connection with a Group I Loan; (xxiii) With respect to each Group I Loan that is a second lien, either (i) no consent for the Group I Loan was required by the holder of the related prior lien or (ii) such consent has been obtained and is contained in the Mortgage File; (xxiv) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently attached to its foundation; (xxv) Each Group I Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any breach.other provision that would allow a Group I Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6); (xxvi) 91.5% of the Group I Loans are actuarial mortgage loans, on which 30 days of interest is owed each month irrespective of the day on which the payment is received; (xxvii) As of the Cut-off Date, the Loan Rates of the Group I Loans range between 5.500% per annum and 16.000% per annum, with a weighted average Loan Rate of approximately 8.8236% per annum;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as follows as of the Closing Datedate hereof and as of each Purchase Date that: (a) The Seller is a New York corporation, validly Schedule II Bank existing and in good standing under the laws of the State of New York, Canada and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or any properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure so to qualify would have not constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Material Adverse Event. (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms;is not a Non-resident. (c) The execution, delivery and performance by the Seller of the Purchase Documents to which it is a party (i) are within the Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not required contravene or result in a material default under or material conflict with (1) the charter or by- laws of the Seller, (2) any law, rule or regulation applicable to obtain the consent of any other party or any consent, license, approval or authorization fromSeller, or registration (3) any order, writ, judgment, award, injunction, decree or declaration with, any governmental authority, bureau, contractual obligation binding on or agency in connection with affecting the execution, delivery, performance, validity, Seller or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;its property. (d) The No authorization, approval, licenses, consent or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law each Purchase Document to which it is a party or regulation to make such Purchase Document legal, valid, binding and admissible into evidence in a court of competent jurisdiction, other than authorizations, approvals, licenses, consents, actions, notices, filings or any order polling that have been obtained, made or decree of any court applicable to the Seller or any provision taken. (e) Each of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Seller, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by which the Seller may be bound; andgeneral principles of equity. (ef) No litigation There are no actions, suits or administrative proceeding of or before any courtproceedings pending or, tribunal, or governmental body is currently pending, or to the knowledge of the Seller Seller, threatened, against or affecting the Seller at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (g) The Seller is the legal and beneficial owner of the Loans to be sold to the Purchaser on each Purchase Date, free and clear of any Adverse Claim other than Permitted Security Interests; upon each purchase, the Purchaser shall acquire a valid and enforceable first priority perfected beneficial ownership interest in the applicable Loans (which, for greater certainty, shall be Purchased Loans) and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim other than Permitted Security Interests. (h) Other than (i) registrations in the appropriate land titles office, land registry office or similar office of public registration in respect of the sale, transfer and assignment of the relevant Purchased Loans from the Seller to the Purchaser effected by this Agreement and the Seller Assignments (and any applicable registration in respect of registered title to the relevant Loans), including the Mortgages securing the Purchased Loans, (ii) the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of actual notice of the sale, transfer and assignment thereof to the Purchaser, and (iii) certain registrations provided in the Civil Code of Québec for Properties located in the Province of Québec and the registration provided in Article 1642 of the Civil Code of Québec, all material filings, recordings, notifications, registrations or other actions under all applicable laws have been made or taken in each jurisdiction where necessary or appropriate to give legal effect to the transactions contemplated hereby and by the other Purchase Documents, and to validate, preserve, perfect and protect the Purchaser’s ownership interest in and rights to collect any and all of the related Purchased Loans being purchased on the relevant Purchase Date, including the right to service and enforce such Purchased Loans and the Related Security related thereto. (i) Each Purchase Notice, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller, as Seller or otherwise, to the Purchaser in connection with this Agreement is or will be complete and accurate in all material respects as of the date so furnished. (j) Each Portfolio Asset subject to the Purchase Notice will meet the Eligibility Criteria as of the Transfer Date. (k) The Seller’s complete name is set forth in the preamble to this Agreement. (l) The chief or principal place of business, domicile and chief executive office (as such terms are used in the PPSA or the Civil Code of Québec) of the Seller are located at the address referred to in Schedule 4.1(l). (m) Each Loan File is complete in all material respects and reflects all material transactions between the Seller and the Borrower under the related Purchased Loans and any other Person in respect thereof. (n) No selection procedures have been used in identifying the Portfolio Assets for sale to the Purchaser which are adverse in any material respect to the interests of the Purchaser. (o) The particulars of the Portfolio Assets set out in the relevant Purchase Notice in respect of any relevant Cut-Off Date are true, complete and accurate in all material respects. (p) Each of the Loans was originated by the Seller in compliance with all material laws applicable thereto, in the ordinary course of business and kept on its books for a minimum of one month prior to the Cut-Off Date. (q) Each Loan has a remaining amortization period of less than 50 years as at the relevant Cut-Off Date. (r) All of the Borrowers are individuals or have guarantees from individuals for the Loans (which guarantees and any security related to such guarantees are assignable and will be sold, transferred and assigned to the Purchaser as Related Security). (s) Prior to the making of each advance under each of the relevant Loans, the Lending Criteria and all preconditions to the making of any Loan were satisfied in all material respects subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable and Prudent Mortgage Lender. (t) Each Loan was made and its Related Security taken or received substantially on the terms of the Standard Documentation, and is subject to renewal in accordance therewith using Standard Documentation therefor, without any material variation thereto and nothing has been done subsequently to add to, lessen, modify or otherwise vary the express provisions of any of the same in any material respect. (u) No Loan is guaranteed by a third party save where the guarantee and any security related to such guarantee constitutes legal, valid and binding obligations of the guarantor enforceable in accordance with their terms in all material respects and are assignable to the Purchaser and its assigns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (v) The Current Balance on each Loan and its Related Security (excluding for greater certainty, any agreement to provide further advances pursuant to the Mortgage Terms in respect of any relevant Loan including, without limitation, Additional Loan Advances and Line of Credit Drawings, which have not yet been advanced and become debts due) constitute a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its Related Security constitute valid and binding obligations of the Borrower enforceable in accordance with their terms (other than any agreement for Line of Credit Drawings (if any) and any other Additional Loan Advances). (w) The whole of the Current Balance on each Loan is secured by a Mortgage over residential Property in Canada consisting of not more than four units. (x) Each Mortgage constitutes a valid first mortgage lien or hypothec over the related residential Property, or is insured as a first priority lien or hypothec, in each case subject to Permitted Security Interests. (y) Each Mortgage has first priority, subject to Permitted Security Interests, for the whole of the Current Balance on the Loan and all future interest, fees, costs and expenses payable under or in respect of such Mortgage. (z) The True Balance on each Loan (other than any agreement for Additional Loan Advances (if any)) constitutes a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its related Mortgage constitute valid and binding obligations of the Borrower enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (aa) There is no requirement in order for a sale, transfer and assignment of the Portfolio Assets to be effective to obtain the consent of the Borrower to such sale, transfer or assignment and such sale, transfer and assignment shall not give rise to any claim by the Borrower against the Purchaser, the Bond Trustee or any of its properties their successors in title or with assigns. (bb) All of the Properties are in Canada. (cc) Not more than 12 months (or a longer period as may be acceptable to a Reasonable and Prudent Mortgage Lender) prior to the granting of each Loan, the Seller obtained information on the relevant Property from an independently maintained valuation model, acceptable to Reasonable and Prudent Mortgage Lenders, or received a valuation report on the relevant Property, which would be, and the contents or confirmation, as applicable, of which, were such as would be, acceptable to Reasonable and Prudent Mortgage Lenders or obtained such other form of valuation of the relevant Property which has satisfied the Rating Agency Condition. (dd) Prior to the taking of Related Security (other than a re-mortgage) in respect of each Loan, the Seller instructed lawyers or service providers to this Agreement or conduct a search of title to the Notes that in the opinion relevant Property and to undertake such other searches, investigations, enquiries and actions on behalf of the Seller as would be acceptable to a Reasonable and Prudent Mortgage Lender or the Borrower was required to obtain either (i) a solicitor’s or notary’s opinion on title or (ii) Lender’s title insurance in respect of the Loan from an insurer acceptable to Reasonable and Prudent Mortgage Lenders. (ee) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by adequate building insurance maintained by the Borrower or in the case of a leasehold property under a policy arranged by a relevant landlord or property management company. (ff) The Seller has, since the making of each Loan, serviced, in all material respects, the Loan in compliance with all material laws applicable thereto, kept or procured the keeping of full and proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Portfolio Assets. (gg) The Seller has put in place procedures so that the mortgage documentation relating to the Loans includes the consent of the Mortgagor to disclosure by the Seller of information relating to the Mortgagor and the related Loans to other Persons, which would include the Purchaser. (hh) Each Loan being sold on a reasonable likelihood Transfer Date satisfies the Eligibility Criteria as in effect on such Transfer Date. (ii) Each Loan satisfies the requirements of resulting Section 21.6 of the Covered Bond Legislative Framework as in a material adverse effect on the transactions contemplated related Transfer Date. (jj) Each Loan satisfies the eligibility criteria as may be prescribed by this Agreementthe CMHC Guide as in effect on the related Transfer Date. If New Portfolio Asset Types are to be sold to the Purchaser, then the Representations and Warranties will be modified as required to accommodate these New Portfolio Asset Types (subject to satisfaction of the Rating Agency Condition and compliance with the CMHC Guide and the Covered Bond Legislative Framework). The representations and warranties in this Section of the Seller shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any Purchase Date on which such representations and warranties in accordance with the Sale and Servicing are given or deemed to be given pursuant to this Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date: (ai) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform this Agreement and all of the transactions contemplated by this under the Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any consentssuch consent, licenseslicense, approvals approval or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before prior to the Closing Date; (div) The execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Investor Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall survive the transfer sale and assignment of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale Pooling and Servicing Agreement. The It is understood and agreed that the remedy specified in the Sale Pooling and Servicing Agreement shall constitute the sole remedy against the Seller respecting any such breach.

Seller Representations and Warranties. ‌ The Seller represents and warrants to the Purchaser as follows as of the Closing Datedate hereof and as of each Purchase Date that: (a) The Seller is a New York corporation, validly Schedule I Bank existing and in good standing under the laws of the State of New York, Canada and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or any properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure so to qualify would have not constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Material Adverse Event. (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms;is not a Non-resident. (c) The execution, delivery and performance by the Seller of the Purchase Documents to which it is a party (i) are within the Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not required contravene or result in a default under or conflict with (1) the charter or by-laws of the Seller, (2) any law, rule or regulation applicable to obtain the consent of any other party or any consent, license, approval or authorization fromSeller, or registration (3) any order, writ, judgment, award, injunction, decree or declaration with, any governmental authority, bureau, contractual obligation binding on or agency in connection with affecting the execution, delivery, performance, validity, Seller or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;its property. (d) The No authorization, approval, licenses, consent or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Purchase Documents to which it is a party or to make such Purchase Documents legal, valid, binding and admissible into evidence in a court of incorporation competent jurisdiction, other than authorizations, approvals, licenses, consents, actions, notices or bylaws polling that have been obtained, made or taken. (e) Each of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Seller, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by which the Seller may be bound; andgeneral principles of equity. (ef) No litigation There are no actions, suits or administrative proceeding of or before any courtproceedings pending or, tribunal, or governmental body is currently pending, or to the knowledge of the Seller Seller, threatened, against or affecting the Seller at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (g) The Seller is the legal and beneficial owner of the Eligible Loans and their Related Security being purchased by the Purchaser, free and clear of any Adverse Claims, other than Permitted Security Interests and Adverse Claims that will cease to apply upon such purchase by the Purchaser, and, immediately following such purchase, such Loans, their Related Security and all Collections in respect thereof will be owned by the Purchaser free and clear of any Adverse Claims, other than Adverse Claims created, acknowledged or provided for by the Purchaser under the terms of the Transaction Documents. Where such Eligible Loan is a Related Loan, the Seller is the legal and beneficial owner of each of the Related Loans of such Eligible Loan and their Related Security. (h) Other than (i) registrations in the appropriate land titles office, land registry office or similar office of public registration in respect of the sale, transfer and assignment of the relevant Purchased Loans from the Seller to the Purchaser effected by this Agreement and the Seller Assignments, and (ii) the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of actual notice of the sale, transfer and assignment thereof to the Purchaser, all material filings, recordings, notifications, registrations or other actions under all applicable laws have been made or taken in each jurisdiction where necessary or appropriate (and where permitted by applicable law) to give legal effect to the transactions contemplated hereby and by the other Purchase Documents, and to validate, preserve, perfect and protect the Purchaser’s ownership interest in and rights to collect any and all of the related Purchased Loans being purchased on the relevant Purchase Date, including the right to enforce such Purchased Loans and the Related Security related thereto. (i) Each Loan Purchase Notice, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller, as Seller or otherwise, to the Purchaser in connection with this Agreement is or will be complete and accurate as of the date so furnished. (j) Each Purchased Loan is and will be an Eligible Loan as of the Cut-Off Date. (k) The Seller’s complete name is set forth in the preamble to this Agreement. (l) The chief or principal place of business and chief executive office (as such terms are used in the PPSA) of the Seller are located at the address referred to in Schedule 4.1(l).‌ (m) Each Loan and Related Security File is complete in all material respects and reflects all material transactions between the Seller and the Borrower under the related Purchased Loans and any other Person in respect thereof. (n) No selection procedures have been used in identifying the Eligible Loans for sale to the Purchaser which are adverse to the interests of the Purchaser. (o) The particulars of the Loans set out in the relevant Loan Purchase Notice in respect of any relevant Cut-Off Date are true, complete and accurate in all material respects. (p) Each of the Loans was originated by the Seller, in compliance with all material laws applicable thereto, in the ordinary course of business and kept on its books for a minimum of one month prior to the Cut-Off Date. (q) Each of the Loans was originated in Canadian dollars and is denominated in Canadian dollars. (r) No Loan has a Current Balance of more than C$3,000,000 as of the Cut-Off Date. (s) Each Loan (other than Loans that are home equity lines of credit) has a remaining amortization period of less than 50 years as at the relevant Cut-Off Date. (t) The first payment due pursuant to the relevant Mortgage Terms for each Loan has been paid. (u) The Lending Criteria are the lending criteria applicable to the Loans and their Related Security and are consistent with the Seller’s underwriting policies (in effect or otherwise applicable at the time the Loan was originated) and the criteria used by a Reasonable and Prudent Mortgage Lender. (v) Prior to the making of each advance under each of the relevant Loans, the Lending Criteria, the Seller’s underwriting policies (in effect or otherwise applicable at the time the Loan was originated) and all preconditions to the making of any Loan were satisfied in all material respects subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable and Prudent Mortgage Lender. (w) Each Loan was made and its Related Security taken or received substantially on the terms of the Standard Documentation, and is subject to renewal in accordance therewith using Standard Documentation therefore, without any material variation thereto and nothing has been done subsequently to add to, lessen, modify or otherwise vary the express provisions of any of the same in any material respect. (x) No Loan is guaranteed by a third party save where the guarantee and any security related to such guarantee constitutes legal, valid and binding obligations of the guarantor enforceable in accordance with their terms and are assignable to the Purchaser and its assigns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (y) The Current Balance on each Loan and its Related Security (excluding for greater certainty, any agreement to provide Further Advances pursuant to the Mortgage Terms in respect of any relevant Loan including, without limitation, Additional Loan Advances and Line of Credit Drawings, which have not yet been advanced and become debts due) constitute a legal, valid, binding and enforceable debt due to the relevant Seller from the relevant Borrower and the terms of each Loan and its Related Security constitute valid and binding obligations of the Borrower enforceable in accordance with their terms (other than any agreement for Line of Credit Drawings (if any) and any other Additional Loan Advances). (z) Interest on each Loan is charged in accordance with the Standard Documentation. (aa) Each of the Loans is not in arrears in respect of one or more payments of principal or interest payable thereunder. (bb) The whole of the Current Balance on each Loan is secured by a Mortgage over residential property in Canada which consists of no more than four residential units. (cc) Each Mortgage constitutes a valid first mortgage lien over the related residential Property, or is insured as a first priority lien, in each case subject to Permitted Security Interests. (dd) Each Mortgage has first priority, subject to Permitted Security Interests, for the whole of the Current Balance on the Loan and all future interest, fees, costs and expenses payable under or in respect of such Mortgage. (ee) The True Balance on each Loan (other than any agreement for Additional Loan Advances (if any) or any home equity lines of credit which is secured on the same Property as the Borrower’s existing Loan and which may permit the Borrower to make further draws from time to time up to an amount fixed at the inception of the Loan and corresponding home equity line of credit) constitutes a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its related Mortgage constitute valid and binding obligations of the Borrower enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (ff) There is no requirement in order for a sale, transfer and assignment of the Loans and their Related Security to be effective to obtain the consent of the Borrower to such sale, transfer or assignment and such sale, transfer and assignment shall not give rise to any claim by the Borrower against the Purchaser, the Bond Trustee or any of its properties their successors in title or with assigns. (gg) All of the Properties are in Canada. (hh) Not more than 12 months (or a longer period as may be acceptable to a Reasonable and Prudent Mortgage Lender) prior to the granting of each Loan, the Seller obtained information on the relevant Property from an independently maintained valuation model, acceptable to a Reasonable and Prudent Mortgage Lender, or received a valuation report on the relevant Property, which would be, and the contents or confirmation, as applicable, of which, were such as would be, acceptable to a Reasonable and Prudent Mortgage Lender or obtained such other form of valuation of the relevant Property which has received Rating Agency Confirmation. (ii) Prior to the taking of Related Security (other than a re-mortgage) in respect of each Loan, the Seller instructed lawyers to this Agreement or conduct a search of title to the Notes that in the opinion relevant Property and to undertake such other searches, investigations, enquiries and actions on behalf of the Seller as would be acceptable to a Reasonable and Prudent Mortgage Lender or the Borrower was required as a condition to granting the relevant Loan to obtain title insurance in respect of the relevant Property from an insurer acceptable to a Reasonable and Prudent Mortgage Lender. (jj) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by adequate building insurance maintained by the Borrower or in the case of a leasehold property under a policy arranged by a relevant landlord or property management company. (kk) The Seller has, since the making of each Loan, serviced the Loan in compliance with all material laws applicable thereto, kept or procured the keeping of full and proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Loans and their Related Security. (ll) no Loan being purchased, and where such Loan is a Related Loan none of its Related Loans has been, insured by CMHC, Canada Guaranty Mortgage Insurance Company, the Genworth Financial Mortgage Insurance Company of Canada, the PMI Mortgage Insurance Company Canada, any other private mortgage insurer recognized by CMHC for purposes hereof or otherwise identified in the Protection of Residential Mortgage or Hypothecary Insurance Act (Canada), or any successor to any of them. (mm) No Loan being purchased expressly affords the Borrower a reasonable likelihood right of resulting set-off. (nn) Each Loan being purchased that is a Related Loan and each of its Related Loans has the benefit of provisions pursuant to which a default by the Borrower in respect of any such Related Loan constitutes a material adverse effect default under all such Related Loans. (oo) Each Loan being purchased that is a Related Loan and each of its Related Loans has the benefit of an express waiver of set-off in favour of the Bank, as lender, from the Borrower. (pp) Each Loan that is not a Related Loan and is extended, advanced or renewed on or after July 1, 2014 has the transactions contemplated by this Agreementbenefit of an express waiver of set-off in favour of the Bank, as lender, from the Borrower. The representations and warranties in this Section of the Seller shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any Purchase Date on which such representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing are given or deemed to be given pursuant to this Agreement shall constitute the sole remedy against the Seller respecting any breachfor a period of three years following such Purchase Date.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser Transferor and the Trustee as of the date hereof, as of the Closing Date (or if otherwise specified below, as of the date so specified) and as of each Subsequent Transfer Date: (a) As to the Seller: (i) The Seller (i) is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Virginia and has the corporate power to own its assets (ii) is qualified and to transact the business in which it is currently engaged. The Seller is duly qualified to do business good standing as a foreign corporation and is in good standing to do business in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires where such qualification and in which is necessary, except where the failure so to qualify would not have a material adverse effect on the business, properties, assets, or condition (financial or other) of Seller's ability to enter into this Purchase Agreement and each Seller's Subsequent Transfer Instrument and to consummate the Sellertransactions contemplated hereby and thereby; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Purchase Agreement and each Seller's Subsequent Transfer Instrument and all of the transactions contemplated by under this AgreementPurchase Agreement and each Seller's Subsequent Transfer Instrument, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed Purchase Agreement and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its termseach Seller's Subsequent Transfer Instrument; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this AgreementPurchase Agreement or any Seller's Subsequent Transfer Instrument, except for any such consents, licenses, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and delivery of this Purchase Agreement and each Seller's Subsequent Transfer Instrument and the performance of this Agreement the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Purchase Agreement or any Seller's Subsequent Transfer Instrument, the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations Purchase Agreement or any Seller's Subsequent Transfer Instrument; (vi) This Purchase Agreement and warranties in this Section shall survive each Seller's Subsequent Transfer Instrument constitute the transfer legal, valid and binding obligations of the Mortgage Loans to Seller, enforceable against the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the Sale enforcement of creditors' rights in general and Servicing Agreement. The remedy specified except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Purchase Agreement constitutes a valid transfer and assignment to the Sale Transferor of all right, title and Servicing Agreement shall constitute the sole remedy against interest of the Seller respecting any breach.in and to the Cut-off Date Principal Balance of the Initial Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Principal Balance of the Initial Mortgage Loans, and this

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing DateDate that: (ai) The the Seller is a New York Maryland corporation, duly organized validly existing and in good standing under the laws of the State of New YorkMaryland, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (bii) The the Seller has the corporate power and authority to make, execute, deliver, deliver and perform this Agreement and all of the transactions contemplated by this under the Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (ciii) The the Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any consentssuch consent, licenseslicense, approvals approval or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before prior to the Closing Date; (div) The the execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate articles of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and (ev) No no litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall survive the transfer sale and assignment of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The As a material inducement to NYSERDA to enter into this Agreement, Seller represents makes the following representations and warrants to the Purchaser warranties, as of the Closing Effective Date, all of which shall survive the execution and delivery of this Agreement: (a) The that Seller (i) is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of New Yorkits organization; (ii) has or will have all requisite corporate power, and has the corporate power or will have all material governmental permits necessary to own its assets or lease and operate its properties and carry on its business as now being or as proposed to be conducted, to execute and deliver this Agreement, and to transact consummate the business in which it transactions contemplated herein; and (iii) is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction all jurisdictions in which the character nature of the business transacted conducted by it or any properties owned or leased by it requires makes such qualification and necessary, except, in which the case of clause (iii), where the failure to be so to qualify qualified would have not result in a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller’s ability to perform its obligations; (b) The Seller has the power and authority to make, execute, deliveror its affiliates have or will have all requisite corporate power, and perform have or will have all material governmental permits necessary to construct, finance, own, maintain and operate the Selected Project; (c) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and all the consummation of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; not: (ci) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or Applicable Law; (ii) violate any provision of the certificate of incorporation incorporation, bylaws or bylaws other governing documents of the Seller; (iii) violate, conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a material breach default or an event of default under any indenture, agreement, mortgage, indenturedeed of trust, contractnote, lease, contract or other agreement instrument to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller it or any of its properties property is bound; or with respect to this Agreement or the Notes that (iv) result in the opinion creation or imposition of any lien upon any property or assets of Seller, except, in the Seller has a reasonable likelihood case of resulting clauses (i), (iii) and (iv), where the violation, conflict, breach or lien, as applicable, would not result in a material adverse effect on Seller’s ability to perform its obligations; (d) that Seller or its affiliates have, or reasonably expects to have prior to the transactions contemplated by time needed, all real property rights to construct, interconnect, and operate the Selected Project; (e) that the Tier 4 RECs transferred to NYSERDA under this Agreement. The representations , will be free and warranties in this Section shall survive the transfer clear of any liens, encumbrances and/or defects of title as of the Mortgage Loans to date of transfer; (f) that the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified Environmental Attributes included in the Sale and Servicing Tier 4 RECs transferred to NYSERDA under this Agreement shall constitute the sole remedy against the Seller respecting not have otherwise been, nor will be, sold, retired, claimed or represented as part of electricity output or sales, or used to satisfy obligations in any breach.other jurisdiction;

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser Company and the Trustee as of the date hereof, as of the Closing Date (or if otherwise specified below, as of the date so specified) and as of each Subsequent Transfer Date: (a) As to the Seller: (i) The Seller (i) is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of New York, Virginia and has the corporate power to own its assets (ii) is qualified and to transact the business in which it is currently engaged. The Seller is duly qualified to do business good standing as a foreign corporation and is in good standing to do business in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires where such qualification and in which is necessary, except where the failure so to qualify would not have a material adverse effect on the business, properties, assets, or condition (financial or other) of Seller's ability to enter into this Purchase Agreement and each Seller's Subsequent Transfer Instrument and to consummate the Sellertransactions contemplated hereby and thereby; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Purchase Agreement and each Seller's Subsequent Transfer Instrument and all of the transactions contemplated by under this AgreementPurchase Agreement and each Seller's Subsequent Transfer Instrument, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Purchase Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its termseach Seller's Subsequent Transfer Instrument; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this AgreementPurchase Agreement or any Seller's Subsequent Transfer Instrument, except for any such consents, licenses, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and delivery of this Purchase Agreement and each Seller's Subsequent Transfer Instrument and the performance of this Agreement the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Purchase Agreement or any Seller's Subsequent Transfer Instrument, the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. Purchase Agreement or any Seller's Subsequent Transfer Instrument; (vi) This Purchase Agreement and each Seller's Subsequent Transfer Instrument constitute the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Purchase Agreement constitutes a valid transfer and assignment to the Company of all right, title and interest of the Seller in and to the Cut-off Date Principal Balance of the Closing Date Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Principal Balance of the Closing Date Mortgage Loans, and this Purchase Agreement and the related Seller's Subsequent Transfer Instrument constitutes a valid transfer and assignment to the Trustee of all right, title and interest of the Seller in and to the Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans; (viii) The representations Seller is not in default with respect to any order or decree of any court or any order or regulation of any federal, state or governmental agency, which default might have consequences that would materially and warranties adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Servicer or any Subservicer who will be servicing any Mortgage Loan pursuant to the Pooling and Servicing Agreement or a Subservicing Agreement is qualified to do business in this Section shall survive the transfer all jurisdictions in which its activities as Servicer or Subservicer of the Mortgage Loans serviced by it require such qualifications except where failure to be so qualified will not have a material adverse effect on such servicing activities. (b) As to each Closing Date Mortgage Loan as of the Closing Date and with respect to each Subsequent Mortgage Loan as of the Subsequent Transfer Date, except as otherwise expressly stated: (i) The information set forth on the Mortgage Loan Schedule with respect to each Closing Date Mortgage Loan is true and correct in all material respects as of the Closing Date, and with respect to each Subsequent Mortgage Loan is true and correct in all material respects as of the related Subsequent Transfer Date, and the information regarding the Closing Date Mortgage Loans and the Subsequent Mortgage Loans on the computer diskette or tape delivered to the PurchaserTrustee prior to the Closing Date or Subsequent Transfer Date, as applicable, is true and accurate in all material respects and describes the same Mortgage Loans as the Mortgage Loans on the Mortgage Loan Schedule; (ii) The Mortgage Loans are not being transferred with any intent to hinder, delay or defraud any creditors; (iii) No more than 5.95%, 5.26% and 9.12% of the Closing Date Mortgage Loans in Group I, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) were secured by condominium units; and no more than 11.75%, 21.89% and 17.89% of the Closing Date Mortgage Loans in Group I, Closing Date Mortgage Loans in Group II and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) were secured by properties in planned unit developments; (iv) As of the Cut-off Date, the remaining term of each Group I Closing Date Mortgage Loan is not more than 360 months and not less than 117 months, the remaining term of each Group II Closing Date Mortgage Loan is not more than 360 months and not less than 177 months and the remaining term of each Group III Closing Date Mortgage Loan is not more than 360 months and not less than 173 months; (v) No more than 59.20%, 55.86% and 27.05% of the Closing Date Mortgage Loans in Group I, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) have been the subject of cash-out refinances; (vi) No more than 10.87%, 14.97% and 8.81% of the Closing Date Mortgage Loans in Group I, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) respectively, have been the subject of rate and term (no cash-out) refinances; (vii) No fewer than 29.93%, 29.17% and 64.14% of the Closing Date Mortgage Loans in Group I Closing Date Mortgage Loans in Group III and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) are purchase money loans; (viii) No more than 25.80%, 50.08% and 36.86% of the Closing Date Mortgage Loans in Group I, the Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of California; no more than 15.59%, 7.53% and 9.31% of the Closing Date Mortgage Loans in Group I, Closing Date Mortgage Loans in Group II and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Florida; no more than 6.82% of the Closing Date Mortgage Loans in Group III (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Texas; no more than 5.65% of the Closing Date Mortgage Loans in Group II (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Virginia; no more than 5.66% of the Closing Date Mortgage Loans in Group III (by Cut-off Date Principal Balance) are secured by Mortgaged Properties located in the State of Nevada; and no more than 4.30%, 4.66% and 4.26% of the Closing Date Mortgage Loans in Group I, Closing Date Mortgage Loans in Group II and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) are located in any other state; (ix) The outstanding Principal Balances of the Closing Date Mortgage Loans in Group I (by Cut-off Date Principal Balance) ranged from $39,739 to $439,673, the average outstanding Principal Balance of the Closing Date Mortgage Loans in Group I is approximately $143,533; the original Principal Balances of the Closing Date Mortgage Loans in Group II (by Cut-off Date Principal Balance) ranged from $58,957 to $908,980, the average outstanding Principal Balance of the Closing Date Mortgage Loans in Group II is approximately $364,563, the Original Principal Balance of the Closing Date Mortgage Loans in Group III (by Cut-off Date Principal Balance) ranged from $10,495 to $499,526 and the average outstanding Principal Balance of the Closing Date Mortgage Loans in Group III is approximately $55,408; (x) Approximately 75.78%, 71.26% and 25.81% of the Closing Date Mortgage Loans in Group I, Closing Date Mortgage Loans in Group II and Closing Date Mortgage Loans in Group III, respectively (by Cut-off Date Principal Balance) were secured by a first lien on a parcel of real property improved by a detached single family residence; no more than 6.52%, 1.59% and 0% of the Closing Date Mortgage Loans in Group I, the Closing Date Mortgage Loans in Group II and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) were secured by a first lien on a parcel of real estate improved by a multi-unit residence; (xi) All points and fees related to each Mortgage Loan were disclosed in writing to the borrower in accordance with applicable state and federal law. The Seller shall cure a breach No borrower was charged "points and fees" (whether or not financed) in an amount greater than 5% of any representations and warranties the principal amount of such loan, such 5% limitation calculated in accordance with the Sale Lender Letter. All fees and Servicing Agreementcharges (including finance charges) and whether or not financed, assessed, collected or to be collected with the origination and servicing of each Mortgage Loan has been disclosed in writing to the borrower in accordance with applicable state and federal law and regulation; (xii) The Mortgage Rates borne by the adjustable rate Closing Date Mortgage Loans in Group I as of the Closing Date range from 3.990% and per annum to 10.550% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the adjustable rate Closing Date Mortgage Loans in Group I was 6.965%, per annum; the Mortgage Rates borne by fixed rate Closing Date Mortgage Loans in Group I as of the Closing Date range from 4.250% per annum to 11.500% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the Closing Date Mortgage Loans in Group I was 6.754% per annum; the Mortgage Rates borne by adjustable rate Closing Date Mortgage Loans in Group II as of the Closing Date range from 4.625% per annum to 11.125% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the adjustable rate Closing Date Mortgage Loans in Group II was 6.637%, per annum; the Mortgage Rates borne by fixed rate Closing Date Mortgage Loans in Group II as of the Closing Date range from 4.875% per annum to 9.990% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the Closing Date Mortgage Loans in Group II was 6.197% per annum; the Mortgage Rates borne by adjustable rate Closing Date Mortgage Loans in Group III as of the Closing Date range from 4.250% per annum to 9.750% per annum, and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the adjustable rate Closing Date Mortgage Loans in Group III was 6.607% per annum; the Mortgage Rates borne by fixed rate Closing Date Mortgage Loans in Group III as of the Closing Date range from 4.875% per annum to 14.000% per annum and the weighted average Mortgage Rate (by Cut-off Date Principal Balance) of the Closing Date Mortgage Loans in Group III was 10.170% per annum. The remedy specified (xiii) Approximately 41.49%, 38.51% and 79.87% of the Closing Date Mortgage Loans in Group I, the Closing Date Mortgage Loans in Group II, and the Closing Date Mortgage Loans in Group III, respectively, (by Cut-off Date Principal Balance) have a Loan-to-Value Ratio in excess of 80%; no Group I Closing Date Mortgage Loan, Group II Closing Date Mortgage Loan or Group III Closing Date Mortgage Loan in the Sale Mortgage Pool had a Loan-to-Value Ratio at origination in excess of 100%; and Servicing Agreement shall constitute the sole remedy against weighted average Loan-to-Value Ratio (by Cut-off Date Principal Balance) of the Seller respecting any breach.Closing Date Mortgage Loans in Group I, the Group II Mortgage Closing Date Mortgage Loans and the Closing Date Mortgage Loans in Group III was equal to or less than 79.79%, 78.58% and 92.35%, respectively;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section 3.01 shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting with respect to any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as follows as of the Closing Datedate of the initial purchase and as of each Purchase Date that: (a) The Seller is a New York corporation, validly existing and in good standing financial services cooperative constituted under the laws of the State of New York, Quebec and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or any properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure so to qualify would have not constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Material Adverse Event. (b) The Seller has is not a non-resident of Canada within the power and authority to make, execute, deliver, and perform this Agreement and all meaning of the transactions contemplated Income Tax Act (Canada). (c) The execution, delivery and performance by this Agreementthe Seller of the Purchase Documents to which it is a party (i) are within the Seller’s powers, and has taken (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene or result in a material default under or material conflict with (1) the constating documents or by-laws of the Seller, (2) any law, rule or regulation applicable to the Seller, or (3) any order, writ, judgment, award, injunction, decree or contractual obligation binding on or affecting the Seller or its property. (d) No authorization, approval, licenses, consent or other action by, and no notice to authorize or filing with, any Governmental Authority or other Person is required for the due execution, deliverydelivery and performance by the Seller of each Purchase Document to which it is a party or to make such Purchase Document legal, valid, binding and admissible into evidence in a court of competent jurisdiction, other than authorizations, approvals, licenses, consents, actions, notices, filings or polling that have been obtained, made or taken. (e) Each of the Origination Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller is enforceable in accordance with its terms;terms against, each relevant Originator, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (cf) Each of the Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Seller, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (g) There are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened, against or affecting the Seller at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (h) The Seller is not required (and has been since the sale thereto by the Originators) the legal and beneficial owner of the Loans to obtain be sold to the consent Purchaser on the date of any other party the initial purchase or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filedon each Purchase Date, as the case may be, before excluding registered or recorded title to the Closing Date;Loan which may continue to be held by an applicable Originator (and the Originators respectively have been the owners of such Loans from the origination thereof up to the moment on which they were sold by the Originators to the Seller), free and clear of any Adverse Claim other than Permitted Security Interests and Adverse Claims granted by or in favour of the Purchaser; upon each purchase, the Purchaser shall acquire a valid and enforceable first priority perfected and opposable ownership interest in the applicable Loans (which, for greater certainty, shall be Purchased Loans) and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim other than Permitted Security Interests and Adverse Claims granted by or in favour of the Purchaser. (di) The executionOther than (i) registrations in the appropriate land titles office, deliveryland registry offices or similar offices of public registration in respect of the sale, transfer and assignment of the relevant Purchased Loans from the Seller to the Purchaser effected by this Agreement and the Seller Assignments (and any applicable registration in respect of registered title to the relevant Loans), including the Hypothecs securing the Purchased Loans, (ii) the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of actual notice of the sale, transfer and assignment thereof to the Purchaser, and performance (iii) the registration provided in Article 1642 of this Agreement the Civil Code of Québec to be effected in accordance with Sections 3.1(g), 3.2(m)(v) and 3.2(n), all material filings, recordings, notifications, registrations or other actions under all applicable laws have been made or taken in each jurisdiction where necessary or appropriate under applicable law (and other than certain registrations in the Province of Quebec which will be made when permitted by applicable law) to give legal effect to the transactions contemplated hereby and by the Seller will not violate other Purchase Documents, and to validate, preserve, perfect, publish, render opposable and protect the Purchaser’s ownership interest in and rights to collect any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision and all of the certificate related Purchased Loans being purchased on the date of incorporation the initial purchase and each relevant Purchase Date, including the right to arrange for the servicing and enforcement of such Purchased Loans and the Related Security related thereto, in each case, in accordance with the terms of the Transaction Documents. (j) Each Loan Purchase Notice, information, exhibit, financial statement, document, book, record or bylaws report furnished or to be furnished at any time by or on behalf of the Seller, as Seller or constitute a material breach otherwise, to the Purchaser in connection with this Agreement is or will be complete and accurate as of any mortgage, indenture, contract, or other agreement the date so furnished. (k) Each Purchased Loan will meet the Eligibility Criteria on the date of the initial purchase and each applicable Purchase Date. (l) The Seller’s complete name is set forth in the preamble to which this Agreement. (m) The domicile (as such term is used in the Civil Code) and registered office of each relevant Originator and the Seller is a party or by which the Seller may be bound; andare located in Quebec. (en) No litigation or administrative proceeding of or before any court, tribunal, or governmental body Each Loan File is currently pending, or to the knowledge of the Seller threatened, against complete in all material respects and reflects all material transactions between the Seller or the relevant Originator, as the case may be, and the Borrower under the related Purchased Loans and any other Person in respect thereof. (o) No selection procedures have been used in identifying the Loans for sale to the Purchaser which are adverse to the interests of the Purchaser. (p) The particulars of the Loans set out in the relevant Loan Purchase Notice in respect of any relevant Cut-Off Date are true, complete and accurate in all material respects. (q) Each of the Loans was originated by an Originator in compliance with all material laws applicable thereto, in the ordinary course of business and kept on its books for a minimum of one month prior to the Cut-Off Date. (r) Each Loan that has an amortization period has a remaining amortization period of less than 40 years as at the relevant Cut-Off Date. (s) All of the Borrowers are individuals or have guarantees from individuals for the Loans (which guarantees and any security related to such guarantees are assignable and will be sold, transferred and assigned to the Purchaser as Related Security). (t) Prior to the making of each advance under each of the relevant Loans, the Lending Criteria and all preconditions to the making of any Loan were satisfied in all material respects subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable and Prudent Hypothecary Lender. (u) Each Loan was made and its Related Security taken or received substantially on the terms of the Standard Documentation, and is subject to renewal in accordance with such Standard Documentation therefor, without any material variation thereto and nothing has been done subsequently to add to, lessen, modify or otherwise vary the express provisions of any of the same in any material respect. (v) No Loan is guaranteed by a third party save where the guarantee and any security related to such guarantee constitutes legal, valid and binding obligations of the guarantor enforceable in accordance with their terms and are assignable to the Purchaser and its properties assigns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (w) Interest on each Loan is charged in accordance with the Standard Documentation. (x) The whole of the Current Balance on each Loan is secured by a Hypothec over residential Property in Canada consisting of not more than four residential units. (y) Each Hypothec constitutes a valid first priority hypothec or mortgage lien over the related residential Property, or is insured as a first priority hypothec or lien, in each case subject to Permitted Security Interests. (z) Each Hypothec has first priority, subject to Permitted Security Interests, for the whole of the Current Balance on the Loan and all future interest, fees, costs and expenses payable under or in respect of such Hypothec. (aa) The True Balance on each Loan (other than any agreement for Additional Loan Advances (if any)) constitutes at the time of sale pursuant to this Agreement the terms hereof a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its related Hypothec constitute valid and binding obligations of the Borrower enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (bb) There is no requirement in order for a sale, transfer and assignment of the Loans and their Related Security to be effective to obtain the consent of the Borrower to such sale, transfer or assignment and such sale, transfer and assignment shall not give rise to any claim by the Borrower against the Purchaser, the Bond Trustee or any of their successors in title or assigns. (cc) All of the Properties are in Canada. (dd) Not more than 12 months (or a longer period as may be acceptable to a Reasonable and Prudent Hypothecary Lender) prior to the granting of each Loan, the relevant Originator obtained information on the relevant Property from an independently maintained valuation model, acceptable to Reasonable and Prudent Hypothecary Lenders, or received a valuation report on the relevant Property, which would be, and the contents or confirmation, as applicable, of which, were such as would be, acceptable to Reasonable and Prudent Hypothecary Lenders or obtained such other form of valuation of the relevant Property which has received Rating Agency Confirmation. (ee) Prior to the taking of Related Security (other than a re-hypothecation) in respect of each Loan, the relevant Originator instructed lawyers or service providers to conduct a search of title to the relevant Property and to undertake such other searches, investigations, enquiries and actions on behalf of the Originator as would be acceptable to a Reasonable and Prudent Hypothecary Lender or the Notes Borrower was required to, and did, obtain either (i) a solicitor’s or notary’s opinion on title or (ii) Xxxxxx’s title insurance in respect of the Loan from an insurer acceptable to Reasonable and Prudent Hypothecary Lenders. (ff) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by adequate building insurance maintained by the Borrower or in the opinion case of a leasehold property under a policy arranged by a relevant landlord or property management company. (gg) At all times either the Seller or the relevant Originator, as the case may be, has, since the making of each Loan, serviced the Loan in compliance with all material laws applicable thereto, kept or procured the keeping of full and proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Loans and their Related Security. (hh) The Originators and/or the Seller have put in place procedures so that the documentation relating to the Loans includes the consent of the Borrower to disclosure by the Seller has of information relating to the Borrower and the related Loans to other Persons, which would include the Purchaser. (ii) Each Loan being sold on a reasonable likelihood Transfer Date satisfies the Eligibility Criteria as at such Transfer Date. (jj) Each Loan satisfies the requirements of resulting Section 21.6 of the Covered Bond Legislative Framework as in a material adverse effect on the transactions contemplated related Transfer Date. (kk) Each Loan satisfies the eligibility criteria as may be prescribed by this Agreementthe CMHC Guide as in effect on the related Transfer Date. (ll) No Issuer Event of Default or Guarantor Event of Default under the Transaction Documents shall have occurred which is continuing as at the relevant Purchase Date. If New Portfolio Asset Types are to be sold to the Purchaser, then the Representations and Warranties will be modified as required to accommodate these New Portfolio Asset Types (subject to Rating Agency Confirmation and compliance with the CMHC Guide and the Covered Bond Legislative Framework). The representations and warranties in this Section of the Seller shall survive the transfer date of the Mortgage Loans to initial purchase and the Purchaser. The Seller shall cure a breach of any Purchase Date on which such representations and warranties in accordance with the Sale and Servicing are given or deemed to be given pursuant to this Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing DateDate that: (ai) The the Seller is a New York Maryland corporation, duly organized validly existing and in good standing under the laws of the State of New YorkMaryland, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (bii) The the Seller has the corporate power and authority to make, execute, deliver, deliver and perform this Agreement and all of the transactions contemplated by this under the Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (ciii) The the Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any consentssuch consent, licenseslicense, approvals approval or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before prior to the Closing Date; (div) The the execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate articles of incorporation association or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and (ev) No no litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall survive the transfer sale and assignment of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller (a) GMACM represents and warrants to the Purchaser Purchaser, as of the Closing DateDate and as of each Subsequent Transfer Date (or if otherwise specified below, as of the date so specified) that as to GMACM: (ai) The Seller GMACM is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State jurisdiction governing its creation and existence and is or will be in compliance with the laws of New York, and has the corporate power to own its assets and to transact the business each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business as a foreign corporation and is in good standing in the extent necessary to ensure the enforceability of each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the SellerMortgage Loan; (bii) The Seller GMACM has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and each Subsequent Transfer Agreement to which it is a party and all of the transactions contemplated by under this Agreement and each such Subsequent Transfer Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement and each such Subsequent Transfer Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (ciii) The Seller GMACM is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement or any Subsequent Transfer Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and any Subsequent Transfer Agreement by GMACM and its performance and compliance with the Seller terms of this Agreement and each such Subsequent Transfer Agreement will not violate any provision GMACM's Certificate of any existing law Incorporation or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of of, any mortgage, indenture, material contract, agreement or other agreement instrument to which the Seller GMACM is a party or by which the Seller may be bound; andapplicable to GMACM or any of its assets; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller GMACM threatened, against the Seller or any of its properties GMACM or with respect to this Agreement or the Notes any Subsequent Transfer Agreement that in the opinion of the Seller GMACM has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement or any Subsequent Transfer Agreement. ; (vi) This Agreement and each Subsequent Transfer Agreement to which it is a party, constitutes a legal, valid and binding obligation of GMACM, enforceable against GMACM in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity) or by public policy with respect to indemnification under applicable securities laws; (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of GMACM in and to the GMACM Initial Mortgage Loans, including the Cut-Off Date Principal Balances with respect to the GMACM Initial Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-Off Date Principal Balances with respect to the GMACM Initial Mortgage Loans; and this Agreement and the related Subsequent Transfer Agreement, when executed, will constitute a valid transfer and assignment to the Issuer of all right, title and interest of GMACM in and to the related Subsequent Mortgage Loans, including Cut-off Date Principal Balances existing on the related Subsequent Cut-Off Date and all monies due or to become due with respect thereto, and all proceeds of each Subsequent Cut-Off Date Principal Balances; (viii) GMACM is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of GMACM or its properties or might have consequences that would materially adversely affect its performance hereunder; (b) GMACM represents and warrants to the Purchaser, with respect to each Initial Mortgage Loan as of the Closing Date (or if otherwise specified below, as of the date so specified) and with respect to each Subsequent Mortgage Loan as of the related Subsequent Transfer Date (or if otherwise specified below, as of the date so specified) that: (i) The representations information set forth in the Mortgage Loan Schedule with respect to each Mortgage Loan or the Mortgage Loans is true and warranties correct in this Section shall survive all material respects as of the transfer date or dates respecting which such information is initially furnished; (ii) With respect to each of the WG Trust Initial Mortgage Loans or, as applicable, any the Subsequent Mortgage Loans sold by WG Trust, as of each respective Prior Transfer Date: (A) the related Mortgage Note and the Mortgage had not been assigned or pledged, except for any assignment or pledge that had been satisfied and released, (B) immediately prior to the assignment of such Mortgage Loans to WG Trust, GMACM had good title thereto and (C) immediately prior to such assignment, GMACM was the sole owner and holder of the Mortgage Loan free and clear of any and all liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in a second lien position, the lien of the related first mortgage) of any nature and had full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loan, to sell and assign the same pursuant to the Purchase Agreement; (iii) With respect to each of the GMACM Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold by GMACM as of each respective Subsequent Transfer Date: (A) the related Mortgage Note and the Mortgage have not been assigned or pledged, except for any assignment or pledge that has been satisfied and released, (B) immediately prior to such assignment of the Mortgage Loans to the Purchaser. The Seller shall cure a breach Purchaser (or to the Issuer in the case of the Subsequent Mortgage Loans sold by GMACM), GMACM had good title thereto and (C) GMACM is the sole owner and holder of the Mortgage Loan free and clear of any representations and warranties all liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in a second lien position, the lien of the related first mortgage) of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans, to sell and assign the same pursuant to this Agreement or the related Subsequent Transfer Agreement, as applicable; (iv) To the best of GMACM's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage Note or Mortgage; (v) To the best of GMACM's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of GMACM's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of GMACM's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-Off Date or related Subsequent Cut-Off Date, no Mortgage Loan was 30 days or more delinquent in payment of principal or interest; (ix) With respect to the GMACM Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans, the related Mortgage File contains or will contain, in accordance with the Sale definition of Mortgage File, each of the documents and Servicing instruments specified to be included therein in the definition of "Mortgage File" in Appendix A to the Indenture (it being understood that the Custodian maintains the Mortgage Note related to each Mortgage File and the Servicer maintains the remainder of the items to be included in the Mortgage File pursuant to the terms of this Agreement); (x) To the best of GMACM's knowledge, the related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, applicable predatory lending laws; (xi) A title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Mortgage Loan; (xii) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently attached to its foundation; (xiii) As of the Cut-Off Date, no more than approximately 29.89% and 7.59% of the Mortgage Loans by Cut-Off Date Principal Balance are secured by Mortgaged Properties located in California and Florida , respectively; (xiv) As of the Cut-Off Date or Subsequent Cut-Off Date, the Combined Loan-to-Value Ratio for each Mortgage Loan was not in excess of 100.00%; (xv) GMACM has not transferred the GMACM Initial Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of its creditors; (xvi) Within a loan type, and except as required by applicable law, each Mortgage Note and each Mortgage is an enforceable obligation of the related Mortgagor; (xvii) To the best knowledge of GMACM, the physical property subject to each Mortgage is free of material damage and is in acceptable repair; (xviii) GMACM has not received a notice of default of any mortgage loan related to a Mortgaged Property which has not been cured by a party other than the Servicer; (xix) None of the Mortgage Loans are subject to Section 32 of the Home Ownership and Equity Protection Act of 1994 ("HOEPA"); (xx) None of the Mortgage Loans is a reverse mortgage loan; (xxi) No Mortgage Loan has an original term to maturity in excess of 300 months or a maturity date later than May 1, 2035; (xxii) All of the Mortgage Loans are fixed rate and are fully amortizing. As of the Cut-off Date, the Loan Rates on the Mortgage Loans range between 4.625% per annum and 14.950% per annum. As of the Cut-Off Date, the weighted average Loan Rate for the Initial Mortgage Loans is approximately 7.736% per annum. The remedy specified weighted average remaining term to stated maturity of the Initial Mortgage Loans as of the Cut-Off Date is approximately 231 months; (A) Each Mortgaged Property consists of a single parcel of real property with a single family or two- to four-family residence erected thereon, or an individual condominium unit or a unit in a planned development; (B) with respect to the Sale Mortgage Loans (a) approximately 16.00% (by Cut-Off Date Principal Balance) are secured by real property improved by individual condominium units or a unit in a planned development, (b) approximately 82.09% (by Cut-Off Date Principal Balance) are secured by real property with a single family residence erected thereon, (c) approximately 1.13% (by Cut-Off Date Principal Balance) are secured by real property with a two- to four-family residence erected thereon and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.(d) approximately 0.78% (by Cut-Off Date Principal Balance) are secured by real property improved by manufactured housing;

Seller Representations and Warranties. The Seller represents represents, warrants and warrants covenants to the Purchaser as of the Closing DateDate or as of such other date specifically provided herein or in the applicable Assignment and Conveyance: (ai) The Seller is a New York corporationduly organized, validly existing and in good standing as a corporation under the laws of the State of New York, California and has is and will remain in compliance with the corporate power to own its assets and to transact the business laws of each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business as a foreign corporation and is the extent necessary to ensure the enforceability of each Subsequent Mortgage Loan in good standing in each jurisdiction in which accordance with the character terms of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Sellerthis Agreement; (bii) The Seller has the full power and authority to makehold each Subsequent Mortgage Loan, to sell each Subsequent Mortgage Loan, to execute, deliverdeliver and perform, and perform to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and all this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization; (iii) The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) The Seller is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would require notification to HUD; (vi) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vii) Immediately prior to the payment of the Purchase Price for each Subsequent Mortgage Loan, the Seller was the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note and upon the payment of the Purchase Price by the Purchaser, in the event that the Seller retains record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising the servicing of each Subsequent Mortgage Loan; (viii) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Subsequent Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any such consents, licensesapprovals, approvals authorizations or authorizationsorders, or registrations or declarationsif any, that have been obtained or filed, as the case may be, before the Closing Dateobtained; (dx) The execution, delivery, and performance consummation of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations Agreement are in the ordinary course of business of the Seller, and warranties in this Section shall survive the transfer assignment and conveyance of the Mortgage Loans Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions; (xi) The information delivered by the Seller to the Purchaser with respect to the Seller's loan loss, foreclosure and delinquency experience on mortgage loans underwritten to similar standards as the Subsequent Mortgage Loans and covering mortgaged properties similar to the Mortgaged Properties, is true and correct in all material respects as of the date of such report; and (xii) Except with respect to any statement regarding the intentions of the Purchaser, or any other statement contained herein the truth or falsity of which is dependant solely upon the actions of the Purchaser, this Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller shall cure a breach of any representations and warranties pursuant to this Agreement or in accordance connection with the Sale and Servicing Agreement. The remedy specified transactions contemplated hereby taken in the Sale and Servicing Agreement shall constitute aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the sole remedy against the Seller respecting any breachstatements contained therein not misleading.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations ; (vi) This Agreement constitutes a legal, valid and warranties in this Section shall survive the transfer binding obligation of the Mortgage Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller; (viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and (The Seller has not transferred the Home Loans to the Purchaser. Purchaser with any intent to hinder, delay or defraud any of its creditors. (b) As to the Home Loans: (i) The information set forth in the Home Loan Schedule with respect to each Home Loan is true and correct in all material respects as of the date or dates respecting which such information is furnished; (ii) [Reserved]; (iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good and marketable title thereto and the Seller is the sole owner and holder of the Home Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Loans to sell and assign the same pursuant to this Agreement; (iv) To the best of Seller's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage; (v) To the best of Seller's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of Seller's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of Seller's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-off Date, none of the Home Loans were 30 or more days delinquent; (ix) For each Home Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein; (x) The related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws; (xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Home Loan and each such policy is valid and remains in full force and effect, and a title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Home Loan as to which no title insurance policy or binder was issued; (xii) None of the Mortgaged Properties is a mobile home that is permanently attached to its foundation and none of the Mortgaged Properties are manufactured housing units that are not permanently attached to their foundation; (xiii) Approximately 8.4% and 7.8%, respectively, of the Home Loans by Cut-off Date Loan Balance, are secured by Mortgaged Properties located in Florida and California; (xiv) Approximately 94.27% of the Home Loans, by Cut-Off Date Loan Balance, had a Combined Loan-to-Value Ratio in excess of 100%; (xv) [Reserved]; (xvi) [Reserved]; (xvii) None of the proceeds of any Home Loan were used to finance the purchase of single premium credit insurance policies; (xviii) The Seller shall cure a breach of any representations and warranties will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the Sale terms of this Agreement; (xix) Each Mortgage is substantially similar one to the other and Servicing Agreement. is an enforceable obligation of the related Mortgagor; (xx) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) The remedy specified in Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the Sale and Servicing Agreement shall constitute related Subservicer; (xxii) No Home Loan has a prepayment penalty term that extends beyond five years after the sole remedy against date of origination; (xxiiNone of the Seller respecting any breach.Home Loans are reverse Home Loans;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations ; (vi) This Agreement constitutes a legal, valid and warranties in this Section shall survive the transfer binding obligation of the Mortgage Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in, to and under the Home Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Home Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller; (viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially adversely affect its performance hereunder; and (ix) The Seller has not transferred the Home Loans to the Purchaser. Purchaser with any intent to hinder, delay or defraud any of its creditors. (b) As to the Home Loans: (i) The information set forth in the Home Loan Schedule with respect to each Home Loan is true and correct in all material respects as of the date or dates respecting which such information is furnished; (ii) [Reserved]; (iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good and marketable title thereto and the Seller is the sole owner and holder of the Home Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Home Loans to sell and assign the same pursuant to this Agreement; (iv) To the best of Seller's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage; (v) To the best of Seller's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of Seller's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of Seller's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in clause (xi); (viii) As of the Cut-off Date, none of the Home Loans were 30 or more days delinquent; (ix) For each Home Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein; (x) The related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws; (xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Home Loan and each such policy is valid and remains in full force and effect, and a title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Home Loan as to which no title insurance policy or binder was issued; (xii) None of the Mortgaged Properties is a mobile home that is permanently attached to its foundation and none of the Mortgaged Properties are manufactured housing units that are not permanently attached to their foundation; (xiii) Approximately 7.2% and 6.9% of the Home Loans, respectively, in each case by Cut-off Date Loan Balance, are secured by Mortgaged Properties located in Florida and California; (xiv) Approximately 96.0% of the Home Loans by Cut-Off Date Loan Balance, had a Combined Loan-to-Value Ratio in excess of 100%; (xv) [Reserved]; (xvi) [Reserved]; (xvii) None of the proceeds of any Home Loan were used to finance the purchase of single premium credit insurance policies; (xviii) The Seller shall cure a breach of any representations and warranties will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the Sale terms of this Agreement; (xix) Each Mortgage is substantially similar one to the other and Servicing Agreementis an enforceable obligation of the related Mortgagor; (xx) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) The Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the related Subservicer; (xxii) No Home Loans have a prepayment penalty term that extends beyond five years after the date of origination; (xxiii) None of the Home Loans are reverse Home Loans; (xxiv) None of the Home Loans have a remaining term to stated maturity of less than 56 months. All of the Home Loans are fixed rate and are fully amortizing, except for 0.1% that are Balloon Payment loans. As of the Cut-off Date, the Loan Rates on the Home Loans range between 8.45% per annum and 18.70% per annum and the weighted average Loan Rate is approximately 13.3875% per annum. The remedy specified weighted average remaining term to stated maturity of the Home Loans as of the Cut-off Date is approximately 234 months; (A) Each Mortgaged Property with respect to the Home Loans consists of a single parcel of real property with a single family residence erected thereon, manufactured housing or an individual condominium unit. (B) With respect to the Home Loans, (i) approximately 2.20% (by Cut-off Date Loan Balance) are secured by real property improved by individual condominium units and (ii) approximately 91.1% (by Cut-off Date Loan Balance) of the Home Loans are secured by real property with a single family residence erected thereon; (xxvi) Approximately 99.99% of the Home Loans, by Cut-off Date Loan Balance, are secured by second mortgages or deeds of trust and approximately 0.01% of the Home Loans, by Cut-off Date Loan Balance, are secured by first mortgages or deeds of trust; (xxvii) If any of the Home Loans are secured by a leasehold interest, with respect to each leasehold interest, the use of leasehold estates for residential properties is an accepted practice in the Sale area where the related Mortgaged Property is located; residential property in such area consisting of leasehold estates is readily marketable; the lease is recorded and Servicing Agreement shall constitute no party is in any way in breach of any provision of such lease; the sole remedy against leasehold is in full force and effect and is not subject to any prior lien or encumbrance by which the Seller respecting any breachleasehold could be terminated; and the remaining term of the lease does not terminate less than five years after the maturity date of such Home Loan.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as follows as of the Closing Datedate hereof and as of each Purchase Date that: (a) The Seller is a New York corporation, validly Schedule I Bank existing and in good standing under the laws of the State of New York, Canada and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or any properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure so to qualify would have not constitute a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller;Material Adverse Event. (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms;is not a Non-resident. (c) The execution, delivery and performance by the Seller of the Purchase Documents to which it is a party (i) are within the Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not required contravene or result in a default under or conflict with (1) the charter or by-laws of the Seller, (2) any law, rule or regulation applicable to obtain the consent of any other party or any consent, license, approval or authorization fromSeller, or registration (3) any order, writ, judgment, award, injunction, decree or declaration with, any governmental authority, bureau, contractual obligation binding on or agency in connection with affecting the execution, delivery, performance, validity, Seller or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;its property. (d) The No authorization, approval, licenses, consent or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery, delivery and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Purchase Documents to which it is a party or to make such Purchase Documents legal, valid, binding and admissible into evidence in a court of incorporation competent jurisdiction, other than authorizations, approvals, licenses, consents, actions, notices or bylaws polling that have been obtained, made or taken. (e) Each of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement Purchase Documents to which the Seller is a party has been duly executed and delivered and constitutes the legal, valid and binding obligation of, and is enforceable in accordance with its terms against, the Seller, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by which the Seller may be bound; andgeneral principles of equity. (ef) No litigation There are no actions, suits or administrative proceeding of or before any courtproceedings pending or, tribunal, or governmental body is currently pending, or to the knowledge of the Seller Seller, threatened, against or affecting the Seller at law, in equity or before any arbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (g) The Seller is the legal and beneficial owner of the Eligible Loans and their Related Security being purchased by the Purchaser, free and clear of any Adverse Claims, other than Permitted Security Interests and Adverse Claims that will cease to apply upon such purchase by the Purchaser, and, immediately following such purchase, such Loans, their Related Security and all Collections in respect thereof will be owned by the Purchaser free and clear of any Adverse Claims, other than Adverse Claims created, acknowledged or provided for by the Purchaser under the terms of the Transaction Documents. Where such Eligible Loan is a Related Loan, the Seller is the legal and beneficial owner of each of the Related Loans of such Eligible Loan and their Related Security. (h) Other than (i) registrations in the appropriate land titles office, land registry office or similar office of public registration in respect of the sale, transfer and assignment of the relevant Purchased Loans from the Seller to the Purchaser effected by this Agreement and the Seller Assignments, and (ii) the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of actual notice of the sale, transfer and assignment thereof to the Purchaser, all material filings, recordings, notifications, registrations or other actions under all applicable laws have been made or taken in each jurisdiction where necessary or appropriate (and where permitted by applicable law) to give legal effect to the transactions contemplated hereby and by the other Purchase Documents, and to validate, preserve, perfect and protect the Purchaser’s ownership interest in and rights to collect any and all of the related Purchased Loans being purchased on the relevant Purchase Date, including the right to enforce such Purchased Loans and the Related Security related thereto. (i) Each Loan Purchase Notice, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller, as Seller or otherwise, to the Purchaser in connection with this Agreement is or will be complete and accurate as of the date so furnished. (j) Each Purchased Loan is and will be an Eligible Loan as of the Cut-Off Date. (k) The Seller’s complete name is set forth in the preamble to this Agreement. (l) The chief or principal place of business and chief executive office (as such terms are used in the PPSA) of the Seller are located at the address referred to in Schedule 4.1(l). (m) Each Loan and Related Security File is complete in all material respects and reflects all material transactions between the Seller and the Borrower under the related Purchased Loans and any other Person in respect thereof. (n) No selection procedures have been used in identifying the Eligible Loans for sale to the Purchaser which are adverse to the interests of the Purchaser. (o) The particulars of the Loans set out in the relevant Loan Purchase Notice in respect of any relevant Cut-Off Date are true, complete and accurate in all material respects. (p) Each of the Loans was originated by the Seller, in compliance with all material laws applicable thereto, in the ordinary course of business and kept on its books for a minimum of one month prior to the Cut-Off Date. (q) Each of the Loans was originated in Canadian dollars and is denominated in Canadian dollars. (r) No Loan has a Current Balance of more than C$3,000,000 as of the Cut-Off Date. (s) Each Loan (other than Loans that are home equity lines of credit) has a remaining amortization period of less than 50 years as at the relevant Cut-Off Date. (t) The first payment due pursuant to the relevant Mortgage Terms for each Loan has been paid. (u) The Lending Criteria are the lending criteria applicable to the Loans and their Related Security and are consistent with the Seller’s underwriting policies (in effect or otherwise applicable at the time the Loan was originated) and the criteria used by a Reasonable and Prudent Mortgage Lender. (v) Prior to the making of each advance under each of the relevant Loans, the Lending Criteria, the Seller’s underwriting policies (in effect or otherwise applicable at the time the Loan was originated) and all preconditions to the making of any Loan were satisfied in all material respects subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable and Prudent Mortgage Lender. (w) Each Loan was made and its Related Security taken or received substantially on the terms of the Standard Documentation, and is subject to renewal in accordance therewith using Standard Documentation therefore, without any material variation thereto and nothing has been done subsequently to add to, lessen, modify or otherwise vary the express provisions of any of the same in any material respect. (x) No Loan is guaranteed by a third party save where the guarantee and any security related to such guarantee constitutes legal, valid and binding obligations of the guarantor enforceable in accordance with their terms and are assignable to the Purchaser and its assigns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (y) The Current Balance on each Loan and its Related Security (excluding for greater certainty, any agreement to provide Further Advances pursuant to the Mortgage Terms in respect of any relevant Loan including, without limitation, Additional Loan Advances and Line of Credit Drawings, which have not yet been advanced and become debts due) constitute a legal, valid, binding and enforceable debt due to the relevant Seller from the relevant Borrower and the terms of each Loan and its Related Security constitute valid and binding obligations of the Borrower enforceable in accordance with their terms (other than any agreement for Line of Credit Drawings (if any) and any other Additional Loan Advances). (z) Interest on each Loan is charged in accordance with the Standard Documentation. (aa) Each of the Loans is not in arrears in respect of one or more payments of principal or interest payable thereunder. (bb) The whole of the Current Balance on each Loan is secured by a Mortgage over residential property in Canada which consists of no more than four residential units. (cc) Each Mortgage constitutes a valid first mortgage lien over the related residential Property, or is insured as a first priority lien, in each case subject to Permitted Security Interests. (dd) Each Mortgage has first priority, subject to Permitted Security Interests, for the whole of the Current Balance on the Loan and all future interest, fees, costs and expenses payable under or in respect of such Mortgage. (ee) The True Balance on each Loan (other than any agreement for Additional Loan Advances (if any) or any home equity lines of credit which is secured on the same Property as the Borrower’s existing Loan and which may permit the Borrower to make further draws from time to time up to an amount fixed at the inception of the Loan and corresponding home equity line of credit) constitutes a legal, valid, binding and enforceable debt due to the Seller from the relevant Borrower and the terms of each Loan and its related Mortgage constitute valid and binding obligations of the Borrower enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (ff) There is no requirement in order for a sale, transfer and assignment of the Loans and their Related Security to be effective to obtain the consent of the Borrower to such sale, transfer or assignment and such sale, transfer and assignment shall not give rise to any claim by the Borrower against the Purchaser, the Bond Trustee or any of its properties their successors in title or with assigns. (gg) All of the Properties are in Canada. (hh) Not more than 12 months (or a longer period as may be acceptable to a Reasonable and Prudent Mortgage Lender) prior to the granting of each Loan, the Seller obtained information on the relevant Property from an independently maintained valuation model, acceptable to a Reasonable and Prudent Mortgage Lender, or received a valuation report on the relevant Property, which would be, and the contents or confirmation, as applicable, of which, were such as would be, acceptable to a Reasonable and Prudent Mortgage Lender or obtained such other form of valuation of the relevant Property which has received Rating Agency Confirmation. (ii) Prior to the taking of Related Security (other than a re-mortgage) in respect of each Loan, the Seller instructed lawyers to this Agreement or conduct a search of title to the Notes that in the opinion relevant Property and to undertake such other searches, investigations, enquiries and actions on behalf of the Seller as would be acceptable to a Reasonable and Prudent Mortgage Lender or the Borrower was required as a condition to granting the relevant Loan to obtain title insurance in respect of the relevant Property from an insurer acceptable to a Reasonable and Prudent Mortgage Lender. (jj) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by adequate building insurance maintained by the Borrower or in the case of a leasehold property under a policy arranged by a relevant landlord or property management company. (kk) The Seller has, since the making of each Loan, serviced the Loan in compliance with all material laws applicable thereto, kept or procured the keeping of full and proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Loans and their Related Security. (ll) no Loan being purchased, and where such Loan is a Related Loan none of its Related Loans has been, insured by CMHC, Canada Guaranty Mortgage Insurance Company, the Genworth Financial Mortgage Insurance Company of Canada, the PMI Mortgage Insurance Company Canada, any other private mortgage insurer recognized by CMHC for purposes hereof or otherwise identified in the Protection of Residential Mortgage or Hypothecary Insurance Act (Canada), or any successor to any of them. (mm) No Loan being purchased expressly affords the Borrower a reasonable likelihood right of resulting set-off. (nn) Each Loan being purchased that is a Related Loan and each of its Related Loans has the benefit of provisions pursuant to which a default by the Borrower in respect of any such Related Loan constitutes a material adverse effect default under all such Related Loans. (oo) Each Loan being purchased that is a Related Loan and each of its Related Loans has the benefit of an express waiver of set-off in favour of the Bank, as lender, from the Borrower. (pp) Each Loan that is not a Related Loan and is extended, advanced or renewed on or after July 1, 2014 has the transactions contemplated by this Agreementbenefit of an express waiver of set-off in favour of the Bank, as lender, from the Borrower. The representations and warranties in this Section of the Seller shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any Purchase Date on which such representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing are given or deemed to be given pursuant to this Agreement shall constitute the sole remedy against the Seller respecting any breachfor a period of three years following such Purchase Date.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing DateDate that: (ai) The the Seller is a New York corporationDelaware limited liability company, duly organized, validly existing and in good standing under the laws of the State of New YorkDelaware, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation limited liability company and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (bii) The the Seller has the entity power and authority to make, execute, deliver, deliver and perform this Agreement and all of the transactions contemplated by this under the Agreement, including the power, authority and capacity to hold and sell each Mortgage Loan, and has taken all necessary corporate entity action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (ciii) The the Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any consentssuch consent, licenseslicense, approvals approval or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before prior to the Closing Date; (div) The it is not in violation of, and the execution, delivery, delivery and performance of this Agreement by the Seller will not violate violate, any provision of any existing law or regulation or any order or decree of any court or any order or decree of any federal, state or municipal governmental agency applicable to the Seller or any provision of the certificate articles of incorporation organization or bylaws operating agreement of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and; (ev) No no litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement; (vi) the Seller has been organized in conformity with the requirements for qualification as a “qualified REIT subsidiary” (“QRS”) of a REIT and currently qualifies as a QRS; the Seller has elected to be treated as a QRS for federal income tax purposes; and the Seller has operated and will continue to operate in a manner that will enable it to continue to maintain its current qualification as a QRS; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) immediately prior to the delivery of each Mortgage Loan, the related Mortgage was held of record solely for the account of the Seller and the Seller was the owner of the related Mortgage Note, in the event that it retains record title, it shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser or its assignee as the owner thereof and only for the purpose of servicing or supervising the servicing of each such Mortgage Loan; (ix) the consummation of the transactions contemplated by this Agreement are in the Seller’s ordinary course of business, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by it pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions; and (x) the written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall survive the transfer sale and assignment of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing Date:Date (or if otherwise specified below, as of the date so specified): (a) As to the Seller: [NY01:245061.5] 16069-00376 01/29/97 9:30pm (i) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (vi) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of [NY01:245061.5] 16069-00376 01/29/97 9:30pm creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Mortgage Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Mortgage Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller; and (viii) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder. (b) As to the Mortgage Loans: (i) The information set forth in the Mortgage Loan Schedule for such Mortgage Loans is true and correct in all material respects as of the date or dates respecting which such information is furnished; (ii) Approximately 9.6% of the Mortgage Pool, by Cut-off Date Loan Balance, were originated under a program providing for partial insurance by the FHA pursuant to Title I of the National Housing Act. Each FHA Title I Loan was originated in accordance with all FHA requirements as set forth in the Title I Regulations. No event has occurred which would invalidate or cancel the FHA Insurance for such FHA Title I Loan. (iii) The representations related Mortgage Note and warranties the Mortgage have not been assigned or pledged, the Seller has good and marketable title thereto and the Seller is the sole owner and holder of the Mortgage Loan free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges of security interests of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loans to sell and assign the same pursuant to this Agreement; (iv) To the best of Seller's knowledge, there is no valid offset, defense or counterclaim of any obligor under any Mortgage; [NY01:245061.5] 16069-00376 01/29/97 9:30pm (v) To the best of Seller's knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the best of Seller's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the best of Seller's knowledge, there are no mechanics' or similar liens or claims which have been filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by the title insurance policy referred to in this Section shall survive clause (xi); (viii) As of the transfer Cut-off Date, no Mortgage Loan was 30 days or more delinquent; (ix) For each Mortgage Loan, the related Mortgage File contains each of the documents and instruments specified to be included therein; (x) The related Mortgage Note and the related Mortgage at the time it was made complied in all material respects with applicable local, state and federal laws; (xi) A policy of title insurance in the form and amount required by the Program Guide was effective as of the closing of each Mortgage Loan and each such policy is valid and remains in full force and effect, and a title search or other assurance of title customary in the relevant jurisdiction was obtained with respect to each Mortgage Loan as to which no title insurance policy or binder was issued; (xii) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently attached to its foundation; (xiii) No more than 73.8% of the Mortgage Loans, by Cut-off Date Loan Balance, are secured by Mortgaged Properties located in California; (xiv) As of the Cut-off Date, 84.34% of the Mortgage Loans had a Combined Loan-to-Value Ratio in excess of 100%; (xv) [Reserved]; (xvi) The Seller has not transferred the Mortgage Loans to the Purchaser. Purchaser with any intent to hinder, delay or defraud any of its creditors; [NY01:245061.5] 16069-00376 01/29/97 9:30pm (xvii) [Reserved]; (xviii) The Seller shall cure a breach of any representations and warranties will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the Sale terms of this Agreement; (xix) Each Mortgage is substantially similar one to the other and Servicing Agreement. is an enforceable obligation of the related Mortgagor; (xx) To the best of Seller's knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) The remedy specified in Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which has not been cured by a party other than the Sale and Servicing Agreement shall constitute related Subservicer; (xxii) [Reserved]; (xxiii) None of the sole remedy against the Seller respecting any breach.Mortgage Loans are reverse mortgage loans;

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing DatePurchasers that: (a) The a. Seller is a New York corporation, duly formed and validly existing and in good standing under the laws Laws of the State Cayman Islands, with power and authority to enter into, deliver and perform its obligations under this Agreement and has taken all actions and obtained all Required Approvals, if any, required for it to enter into this Agreement and for it to complete the sale of New Yorkthe Purchased Shares contemplated hereunder. b. This Agreement has been duly authorized, executed and delivered by Seller and is enforceable against Seller in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and has (ii) principles of equity, whether considered at law or equity. c. The execution and delivery of this Agreement by Seller and the corporate power compliance by Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Seller; (ii) result in any violation of the provisions of the organizational documents of Seller; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to own Seller or any of its assets and or properties, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the businessability of Seller to enter into and perform its obligations under this Agreement or to consummate the transactions contemplated hereby. d. As of the Closing Date: (i) Seller will be the record and beneficial owner of, propertiesand have good, assetsvalid and marketable title to, the Purchased Shares, free and clear of all liens and encumbrances other than restrictions arising under applicable securities Laws, (ii) the Purchased Shares owned by Seller will not be subject to any stockholder agreement, investor rights agreement, registration rights agreement, voting agreement or trust, proxy or other contract that could require Seller to sell, transfer, or condition otherwise dispose of any Purchased Shares (financial or other) of the Seller; (b) The Seller has the power and authority other than pursuant to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Transaction Agreement) and (iii) there will be no limitations or restrictions on Seller’s right to assign, transfer and has taken all necessary corporate action deliver ownership and title to authorize the execution, delivery, and performance of Purchased Shares pursuant to this Agreement. When executed At the Closing, Seller shall assign, transfer and delivereddeliver ownership and title to the Purchased Shares to the Purchasers free and clear of all liens and encumbrances so that the Purchasers will have free, this Agreement will constitute the valid unencumbered and legally binding obligation unrestricted ownership over them, other than restrictions arising under applicable securities Laws. The value of the Seller enforceable in accordance with its terms; (c) The Seller is not required Purchased Shares corresponds at least to obtain the consent aggregate nominal value of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before Acquired Shares. Immediately after the Closing Date; (d) The executionand the consummation of the Transactions, delivery, and performance of this Agreement by the Seller will not violate any provision hold approximately 70.7909692% and Global Blue Holding L.P. will hold the remaining approximately 29.2090308% of any existing law or regulation or any order or decree their combined ownership of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Shares in the opinion of Company. e. Seller understands that the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The foregoing representations and warranties in this Section shall survive the transfer be deemed material and to have been relied upon by each of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachPurchasers.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date:and (a) The Seller It is a New York corporationlimited liability company, duly organized, validly existing existing, and in good standing under the laws of the State of New YorkDelaware; that it has the power and authority to enter into and perform this Agreement; and that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on its part. Further, Seller covenants that during the Term it shall remain a duly organized and validly existing legal entity with authority to conduct business in the State of California and shall have the power and authority to perform this Agreement; and (b) To the best of Seller’s knowledge, it is in compliance in all material respects with all requirements of federal, state and local safety standards, codes and regulations applicable to the System, including those laws applicable to the protection of the Parties’ employees and members of the public and to the best knowledge of the Seller, as of the date hereof, no governmental approval or consent is required in connection with the due authorization, execution and delivery of this Agreement or the performance of the Seller of its obligations hereunder which the Seller has reason to believe that it will be unable to obtain in due course on or before the date required for Seller to perform such obligations. Said laws include, but are not limited to, the Occupational Safety and Health Act of 1970 as amended, and those prohibiting discrimination against any employee or applicant for employment because of race, creed, color, sex, national origin, age or disability; and (c) No suit, action, arbitration, legal, administrative or other proceeding is pending or, to the best of Seller’s knowledge, has been threatened against Seller that would affect the corporate power validity or enforceability of this Agreement or the ability of Seller to own fulfill its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it commitments hereunder, or any properties owned or leased by it requires such qualification and in which the failure so to qualify would that would, if adversely determined, have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and ’s performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date;; and (d) The execution, delivery, delivery and performance of this Agreement by the Seller will not violate result in a breach of, default under or violation of any Applicable Law, or the provisions of any authorization or a breach of, default under or violation of any provision of any existing law its certificate of formation or regulation other organizational documents or any order or decree of any court applicable to the Seller promissory note, indenture or any provision evidence of the certificate of incorporation indebtedness or bylaws of the Sellersecurity therefor, or constitute a material breach of any mortgagelease, indenture, contract, material contract or other material agreement to which the Seller is a party or by which the Seller may be it or its property is bound; and (e) No litigation or administrative proceeding of or before any courtThis Agreement constitutes a legal, tribunal, or governmental body is currently pending, or to the knowledge of the valid and binding obligation enforceable against Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with its terms, except as the Sale and Servicing Agreement. The remedy specified in enforcement of such terms may be limited by applicable bankruptcy, reorganization, insolvency or similar laws affecting the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breachenforceability of creditors’ rights generally.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser as of the Closing Date and as of each Subsequent Transfer Date: (ai) The Seller It is a New York corporationnational banking association, validly existing and in good standing under the laws of the State United States of New York, America and has the corporate requisite power and authority to own its assets and to transact the business in which it is currently engaged. The Seller It is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the (a) its business, properties, assets, or condition (financial or other), (b) its performance of its obligations under this Purchase Agreement, (c) the value or marketability of the SellerMortgage Loans and (d) the ability to foreclose on the related Mortgaged Properties; (bii) The Seller It has the power and authority to make, execute, deliver, deliver and perform this Purchase Agreement and all of the transactions contemplated by under this Purchase Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Purchase Agreement. When executed and delivered, this Purchase Agreement will constitute the its legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller It holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Purchase Agreement, except for any such consents, licenses, approvals or authorizations, or registrations or declarations, that as shall have been obtained or filed, as the case may be, before prior to the Closing Date; (div) The execution, delivery, delivery and performance of this Purchase Agreement by the Seller it will not violate conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller it or any of its properties or any provision of the certificate its Articles of incorporation Association or bylaws of the SellerBylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract, contract or other agreement to which the Seller it is a party or by which the Seller it may be bound; and; (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the its knowledge of the Seller threatened, against the Seller it or any of its properties or with respect to this Purchase Agreement or the Notes that Certificates which in the its opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Purchase Agreement. ; (vi) The representations and warranties transactions contemplated by this Purchase Agreement are in this Section shall survive the ordinary course of business of the Seller; and (vii) The Seller is not insolvent, nor will it be made insolvent by the transfer of the Mortgage Loans to Loans, nor is the Purchaser. The Seller shall cure a breach aware of any pending insolvency. It is understood and agreed that the representations and warranties set forth in accordance with this Section 3.1 shall survive delivery of the Sale and Servicing Agreement. The remedy specified in Mortgage Files to the Sale and Servicing Agreement shall constitute Document Custodian on behalf of the sole remedy against the Seller respecting any breachPurchaser.

Seller Representations and Warranties. The Seller represents and warrants to the Purchaser Purchaser, as of the Closing DateDate (or if otherwise specified below, as of the date so specified): (a) As to the Seller: (ai) The Seller is a New York corporationcorporation duly organized, validly existing and in good standing under the laws of the State of New York, Delaware and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each [NY01B:316133.4] 16069-00394 03/26/97 9:01pm jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure to so to qualify would have a material adverse effect on the business, properties, assets, assets or condition (financial or other) of the Seller; (bii) The Seller has the power and authority to make, execute, deliver, deliver and perform its obligations under this Agreement and all of the transactions contemplated by under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and legally binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (ciii) The Seller is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, bureau or agency in connection with the execution, delivery, performance, validity, validity or enforceability of this Agreement, except for any such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarationsdeclaration, that as shall have been obtained or filed, as the case may be, before the Closing Date; (div) The execution, delivery, execution and performance delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, contract or other agreement to which the Seller is a party or by which the Seller may be bound; and (ev) No litigation or administrative proceeding of or before any court, tribunal, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that Certificates which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations . (vi) This Agreement constitutes a legal, valid and warranties in this Section shall survive the transfer binding obligation of the Mortgage Loans to Seller, enforceable against the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the Sale enforcement of creditors' rights in general and Servicing Agreement. The remedy except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); [NY01B:316133.4] 16069-00394 03/26/97 9:01pm (vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Cut-off Date Loan Balances with respect to the Revolving Credit Loans, all monies due or to become due with respect thereto, and all proceeds of such Cut-off Date Loan Balances with respect to the Revolving Credit Loans and such funds as are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in the Sale definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by the Seller, and Servicing Agreement shall upon payment for the Additional Balances, will constitute a valid transfer and assignment to the sole remedy against Purchaser of all right, title and interest of the Seller respecting in and to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of "Trust" relating to the Additional Balances; and (viii) The Seller is not in default with respect to any breachorder or decree of any court or any order, regulation or demand or any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder.