Common use of Seller Representations and Warranties Clause in Contracts

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (a) The Seller is duly organized, validly existing and in good standing as a national banking association and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged Properties. (b) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (f) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (g) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities law, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Private Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Private Certificates. The Seller has had any questions arising from such review answered by the Purchaser to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (a) The Seller is duly organized, validly existing and in good standing as a national banking association under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged Properties. (b) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It 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 such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (f) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (g) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (aA) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bB) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (cC) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (dD) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (eE) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (F) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fG) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gH) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hI) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (iJ) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jK) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kL) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (M) The Seller understands that (a) the Retained Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law, (b) the Purchaser is not required to so register or qualify the Retained Certificates, (c) the Retained Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Retained Certificates and (e) the Retained Certificates will bear a legend to the foregoing effect. (N) The Seller is acquiring the Retained Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (O) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Retained Certificates, such that it is capable of evaluating the merits and risks of investment in the Retained Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (P) The Seller has been furnished with such information concerning the Retained Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Retained Certificates. The Seller has had any questions arising from such review answered by the Purchaser to the satisfaction of the Seller. (Q) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Retained Certificate, any interest in any Retained Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Retained Certificate, any interest in any Retained Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Retained Certificate, any interest in any Retained Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Retained Certificate under the Securities Act, that would render the disposition of any Retained Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Retained Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (R) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, Loans or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiv) [Reserved] (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Private Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Private Certificates. The Seller has had any questions arising from such review answered by the Purchaser or the Seller to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (d) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's ’s legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's ’s business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's ’s condition (financial or otherwise) or operations or any of the Seller's ’s properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's ’s performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Retained Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law, (b) the Purchaser is not required to so register or qualify the Retained Certificates, (c) the Retained Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Retained Certificates and (e) the Retained Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Retained Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Retained Certificates, such that it is capable of evaluating the merits and risks of investment in the Retained Certificates, (b) able to bear the economic risks of such an investment and (c) an “accredited investor” within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Retained Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller’s decision to purchase the Retained Certificates. The Seller has had any questions arising from such review answered by the Purchaser to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Retained Certificate, any interest in any Retained Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Retained Certificate, any interest in any Retained Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Retained Certificate, any interest in any Retained Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Retained Certificate under the Securities Act, that would render the disposition of any Retained Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Retained Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (collectively, an “ERISA Plan”), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (a) The Seller is duly organized, validly existing and in good standing as a national banking association and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged Properties. (b) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (f) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (g) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Private Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Private Certificates. The Seller has had any questions arising from such review answered by the Purchaser or the Seller to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's ’s legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's ’s business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's ’s condition (financial or otherwise) or operations or any of the Seller's ’s properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's ’s performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jx) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any state securities law and are being transferred to the Seller in a transaction that is exempt from the registration requirements of the Securities Act, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be not be resold or transferred other than in accordance with the Pooling and Servicing Agreement unless they are (1) registered pursuant to the Securities Act and registered and qualified pursuant to any state securities law, or (2) sold or transferred in transactions which are exempt from such registration and qualification, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiii) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws and the Seller will sell or transfer the Private Certificates only in the manner contemplated by the Pooling and Servicing Agreement. (xiv) The Seller (a) is a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision, (c) is able to bear the economic risks of such an investment and (d) is a qualified institutional buyer, as such term is defined in Rule 144A under the Securities Act. (xv) The Seller confirms that (a) it has had the opportunity to ask questions of and receive answers from the Purchaser concerning the purchase of the Private Certificates and all matters relating thereto or any additional information deemed necessary by the Seller to its decision to purchase the Private Certificates and (b) it has undertaken its own independent analysis of the investment in the Private Certificates. The Seller will not use or disclose any information it receives in connection with its purchase of the Private Certificates other than in connection with a subsequent sale of the Private Certificates, except to the extent that any such information is publicly available without the Seller’s breach of its obligations specified in this sentence. (xvi) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (d) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, that would constitute a public offering of the Private Certificates under the Securities Act or that would require registration or qualification of the Private Certificates under the Securities Act or any state or foreign securities laws. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xvii) The Seller was not formed solely to acquire the Private Certificates. (xviii) The Seller will not sell or otherwise transfer any Private Certificates or interest therein except in compliance with the provisions of the Pooling and Servicing Agreement. (xix) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (collectively, an “ERISA Plan”), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan. (xx) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors.

Seller Representations and Warranties. The As of the Effective Date and the Closing Date, Seller hereby represents and warrants to Buyer that the Purchaser that following statements are true and correct in all material respects, and Buyer’s obligation to close shall be conditioned on such representations and warranties (as well as those representations and warranties made in Section III.F. above) being true and correct in all material respects as of the Closing Date or as of such date specifically provided hereinDate, and on the Closing Date, Seller will provide Buyer with a certification to that effect: (a) The 1. Seller owns good, marketable and indefeasible fee simple title to the Property, free and clear of any and all liens and encumbrances, and Seller’s execution, delivery and/or performance of this Agreement is not prohibited by and will not cause a default under any other agreement, covenant, document or instrument relating to the Property. 2. Seller is duly organizedin exclusive possession of the Property and of all easements, validly existing licenses or rights required by applicable law for use and in good standing occupancy as a national banking association are necessary and has material to the power conduct of Seller’s business thereon as currently conducted by Seller. 3. No portion of the Property is subject to any pending eminent domain, condemnation or other similar proceeding or other proceeding by any governmental authority, court or judicial authority adverse to the Property and, to the actual knowledge of Seller, there are no threatened condemnation or other proceedings with respect thereto adverse to the Property. 4. all real estate taxes due and authority payable with respect to own its assets and to transact the business in Property, or for which it is currently engaged. The Seller is duly qualified responsible with respect to do business the Property, have been paid in full, as and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged Propertieswhen due. (b) The 5. Except for commissions payable to the Brokers as defined in Section VIC., no broker, finder or agent is entitled to any brokerage fees, finder’s fees or commissions in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller. 6. Seller has the full power and authority to make, executedeliver, deliver enter into and perform pursuant to the terms and conditions of this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action or its equivalent to authorize the execution, delivery and performance of this Agreement. When executed the terms and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability conditions of this Agreement. 7. There is not now any action, except for such consents, licenses, approvals suit or authorizationsproceeding pending, or registrations threatened against or declarations as shall have been obtained affecting the Property or filedany portion thereof, as the case may be, prior or relating to the Closing Date. (d) The execution and delivery of this Agreement and the consummation or arising out of the transactions contemplated herein (i) will not conflict with ownership or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets development of the Seller pursuant to any material contractProperty, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (f) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (g) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of before any federal, state, county or municipal department, commission, board bureau or agency or other governmental agency having jurisdiction, which violation would materially and adversely affect instrumentality. 8. To the Seller's condition ’s knowledge, Neither the Property nor the improvements thereon violate any applicable law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any restrictive covenant or deed restriction (financial recorded or otherwise) or operations or any of affecting the Seller's propertiesProperty. EXCEPT AS SET FORTH IN SECTIONS III.F. AND III.G., or materially and adversely affect the performance of any of its duties hereunderAS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND BUYER AGREE THAT, BUYER IS ACQUIRING THE PROPERTY “AS IS” WITH ALL FAULTS AND DEFECTS, LATENT AND PATENT. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH IN SECTIONS III.F. AND III.G., SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIM ANY OR ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jx) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or registered or qualified under any state securities law and are being transferred to the Seller in a transaction that is exempt from the registration requirements of the Securities Act, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be not be resold or transferred other than in accordance with the Pooling and Servicing Agreement unless they are (1) registered pursuant to the Securities Act and registered and qualified pursuant to any state securities law, or (2) sold or transferred in transactions which are exempt from such registration and qualification, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiii) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws and the Seller will sell or transfer the Private Certificates only in the manner contemplated by the Pooling and Servicing Agreement. (xiv) The Seller (a) is a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision, (c) is able to bear the economic risks of such an investment and (d) is a qualified institutional buyer, as such term is defined in Rule 144A under the Securities Act. (xv) The Seller confirms that (a) it has had the opportunity to ask questions of and receive answers from the Purchaser concerning the purchase of the Private Certificates and all matters relating thereto or any additional information deemed necessary by the Seller to its decision to purchase the Private Certificates and (b) it has undertaken its own independent analysis of the investment in the Private Certificates. The Seller will not use or disclose any information it receives in connection with its purchase of the Private Certificates other than in connection with a subsequent sale of the Private Certificates, except to the extent that any such information is publicly available without the Seller's breach of its obligations specified in this sentence. (xvi) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (d) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, that would constitute a public offering of the Private Certificates under the Securities Act or that would require registration or qualification of the Private Certificates under the Securities Act or any state or foreign securities laws. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xvii) The Seller was not formed solely to acquire the Private Certificates. (xviii) The Seller will not sell or otherwise transfer any Private Certificates or interest therein except in compliance with the provisions of the Pooling and Servicing Agreement. (xix) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as follows as of the Closing Date or date hereof and as of such date specifically provided hereineach Purchase Date that: (a) The Seller is duly organized, validly a Schedule I Bank existing under the laws of Canada and in good standing as a national banking association and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure to so qualify would have not constitute a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged PropertiesMaterial Adverse Event. (b) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the is not a Non-resident. (c) The execution, delivery and performance by the Seller of this Agreement. When 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 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 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 or filing with, any Governmental Authority or other Person is required for the due execution, delivery 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 Originator is a party has been duly executed and delivered, this Agreement will constitute delivered and constitutes the Seller's legal, valid and binding obligation of, and is enforceable in accordance with its termsterms against the Originator, except as enforcement of such terms enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally or creditors by general principles of national banks equity. (f) 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 (and has been since the sale thereto by the availability Originator) the legal and beneficial owner of equitable remediesthe Loans to be sold to the Purchaser, excluding registered or recorded title to the Loan which may continue to be held by the Originator (and the Originator has respectively been the legal and beneficial owner of such Loans from the origination thereof up to the moment on which they were sold by the Originator to the Seller) 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 legal and 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. (i) 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) general equity principles (regardless the provision to Borrowers under the related Purchased Loans or the obligors under the Related Security of whether such enforcement is considered in a proceeding in equity or at law) or actual notice of the sale, transfer and assignment thereof to the Purchaser, and (iii) public policy considerations underlying certain registrations provided in the securities lawsCivil 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. (j) 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 extent that such policy considerations limit the enforceability Purchaser in connection with this Agreement is or will be complete and accurate in all material respects as of the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiesdate so furnished. (ck) Each Portfolio Asset subject to the Purchase Notice will meet the Eligibility Criteria as of the Transfer Date. (l) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it Seller’s complete name is presently conducted, except for such licenses, certificates and permits the absence of which, individually or set forth in the aggregatepreamble to this Agreement. (m) The chief or principal place of business, would not have a material adverse effect on domicile and chief executive office (as such terms are used in the ability PPSA or the Civil Code of Québec) of the Seller and registered office of the Originator are located at the addresses referred to conduct its business as it in Schedule 4.1(m). (n) Each Loan File is presently conducted. It is not required to obtain complete in all material respects and reflects all material transactions between the consent of any other party Seller or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filedOriginator, as the case may be, prior to and the Closing DateBorrower under the related Purchased Loans and any other Person in respect thereof. (do) The execution and delivery of this Agreement and No selection procedures have been used in identifying the consummation Portfolio Assets for sale to the Purchaser which are adverse in any material respect to the interests of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencyPurchaser. (ep) The transactions contemplated 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. (q) Each of the Loans was originated by this Agreement are the Seller or the 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 Seller's businessCut-Off Date. (fr) The Seller is not insolvent, nor will 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 Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvencyrelevant Cut-Off Date. (gs) 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 Mortgage 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 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. (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 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. (w) 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), 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. (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 or hypothec over the related residential Property, or is insured as a first priority lien or hypothec, in violation ofeach 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 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 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 Mortgage Lender) prior to the granting of each Loan, the Seller or Originator 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 execution contents or confirmation, as applicable, of which, were such as would be, acceptable to Reasonable and delivery Prudent Mortgage Lenders or obtained such other form of this Agreement 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 or 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 Seller or Originator, as the case may be, 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. (ff) Each Loan contains a requirement that the relevant Property forming part of the Related Security be covered by it 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) Either the Seller or Originator, as the case may be, 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 its performance proper accounts, books and records showing clearly all transactions, payments, receipts, proceedings and notices relating to such Portfolio Assets. (hh) The Originator’s and the Seller’s 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. (ii) Each Loan being sold on a Transfer Date satisfies the Eligibility Criteria as in effect on such Transfer Date. (jj) Each Loan satisfies the requirements of Section 21.6 of the Covered Bond Legislative Framework as in effect on the related Transfer Date. (kk) Each Loan satisfies the eligibility criteria as may be prescribed by the CMHC Guide (or otherwise agreed to by CMHC) 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 terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially CMHC Guide and adversely affect the Seller's condition (financial or otherwise) or operations or any Covered Bond Legislative Framework). The representations and warranties of the Seller's properties, Seller shall survive the Purchase Date on which such representations and warranties are given or materially and adversely affect the performance of any of its duties hereunder. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, deemed to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking be given pursuant to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Private Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Private Certificates. The Seller has had any questions arising from such review answered by the Purchaser to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Securities have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities law, (b) the Purchaser is not required to so register or qualify the Private Securities, (c) the Private Securities may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Indenture contains restrictions regarding the transfer of the Private Notes and (e) the Private Securities will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Private Securities for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Securities, such that it is capable of evaluating the merits and risks of investment in the Private Securities, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Private Securities and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Private Securities. The Seller has had any questions arising from such review answered by the Purchaser or the Seller to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Security, any interest in any Private Security or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Security, any interest in any Private Security or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Security, any interest in any Private Security or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Private Security under the Securities Act, that would render the disposition of any Private Security a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Private Securities, except in compliance with the provisions of the Indenture. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that Purchaser, as of the Closing Date or or, with respect to the Additional Home Equity Loans, as of such the related Subsequent Closing Date (or if otherwise specified below, as of the date specifically provided herein:so specified): (a) As to the Seller: (i) The Seller is a corporation duly organized, validly existing and in good standing as a national banking association under the laws of the State of Delaware and has the corporate power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its the business, properties, assets or condition (financial or other), ) of the Seller; (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged Properties. (b) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and to consummate all of the transactions contemplated hereunder under 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 Seller's legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium insolvency or similar laws affecting the enforcement of creditors' ’ rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or ; (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenseslicense, approvals or authorizationsauthorization, or registrations registration or declarations declaration, as shall have been obtained or filed, as the case may be, prior to the Closing Date.; (div) The execution and delivery of this Agreement and the consummation performance of the transactions contemplated herein (i) hereby by the Seller will not conflict with violate in any material respect 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, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller is a party or by which it the Seller may be bound bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to which any of the property or assets knowledge of the Seller is subjectthreatened, (ii) will not result against the Seller or any of its properties or with respect to this Agreement, the Notes or the Certificates which in any violation the opinion of the provisions Seller has a reasonable likelihood of resulting in a material adverse effect on the charter or by-laws 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 any law, administrative regulation other similar laws now or administrative 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 court decree applicable 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 Collection Account (iiiexcluding any investment earnings thereon) as assets of the Trust and all other property specified in the definition of “Trust Estate” as being part of the corpus of the Trust conveyed to the Purchaser by the Seller, and with respect to the Revolving Credit Loans, upon payment for the Additional Balances, will not require any filing 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 registration to become due with or notice respect thereto, and all proceeds of such Additional Balances and all other property specified in the definition of “Trust Estate” relating to or consent, approval, authorization or order of any court or governmental authority or agency.the Additional Balances; (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (f) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation default with respect to any order or decree of any court, court or any order order, regulation or regulation of demand or any federal, state, municipal or governmental agency having jurisdictionagency, which violation default might have consequences that would materially and adversely affect the Seller's condition (financial or otherwiseother) or operations or any of the Seller's properties, Seller or its properties or might have consequences that would materially and adversely affect its performance hereunder; and (ix) Seller has not dealt with any broker, investment banker, agent or other person, except Purchaser or Seller’s affiliates, who may be entitled to any commission or compensation in connection with the performance sale of any of its duties hereunderthe Mortgage Loans, except as has been heretofore disclosed to Purchaser. (hb) There are no actions or proceedings against, or investigations of, As to the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement.Home Equity Loans: (i) The information set forth in the Home Equity Loan Schedule for such Home Equity Loans 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 has good indefeasable and marketable title thereto and the Seller is not transferring the sole owner and holder of such Cut-off Date Loan Balances 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; (iii) The related Mortgage Note and the Mortgage have not been assigned or pledged, the Seller has good indefeasable 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) To the Seller’s knowledge, there is no valid right of rescission, set-off, claim, offset, defense or counterclaim of any obligor under any Loan Agreement or Mortgage; (v) To the Seller’s knowledge, there is no delinquent recording or other tax or fee or assessment lien against any related Mortgaged Property; (vi) To the Seller’s knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the related Mortgaged Property; (vii) To the 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 Equity Loans were 30 days or more delinquent. (ix) For each Home Equity Loan, to the Seller’s knowledge, the related Mortgage File contains each of the documents and instruments specified in Section 2.1(c) of this Agreement to be included therein; (x) To the Seller’s knowledge, the related Mortgage Note and the related Mortgage at the time it was made complied with applicable local, state and federal laws; (xi) A policy of title insurance in the form and amount required by the Seller’s origination guidelines was effective as of the closing of each Home Equity Loan in the first lien position or with a Credit Limitation at origination of $50,000 or more with respect to each Home Equity Loan and with respect to the other Home Equity Loans, a title search or other assurance of title customary in the relevant jurisdiction was obtained 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 and constitutes real property under applicable state law; (xiii) No more than 24.83%, 12.44%, 7.19% and 6.59% of the Initial Home Equity Loans, by Cut-off Date Loan Balance, are secured by Mortgaged Properties located in California, Florida, New York and New Jersey, respectively; (xiv) As of the Cut-off Date the Combined Loan-to-Value Ratio for each Home Equity Loan was not in excess of 110%; (xv) [Reserved]; (xvi) The Seller has not transferred the Home Equity Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors.; (jxvii) The Minimum Monthly Payment with respect to any Revolving Credit 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 acquired title will submit for filing or cause to be submitted for filing UCC-1 financing statements in accordance with the terms of this Agreement; (xix) With respect to each Revolving Credit Loan and Mortgage Loan, the related Loan Agreement and Mortgage are substantially similar to the other and is a legal, valid and binding obligation of the related Mortgagor enforceable in accordance with its terms; (xx) To the Seller’s knowledge, the physical property subject to each Mortgage is free of material damage and is in good repair; (xxi) To the Seller’s knowledge, the Seller has not received a notice of default of any senior mortgage loan related to a Mortgaged Property which default has not been cured; (xxii) With respect to the Revolving Credit Loans, the related Credit Line Agreement has a substantially similar definition of Prime as the Index applicable to the Loan Rate, and with respect to the Mortgage Loans with adjustable Loan Rates, the related Mortgage Notes has a substantially similar definition of One-Month LIBOR, Six-Month LIBOR or One-Year LIBOR, as applicable, as the Index applicable to the Loan Rate; (xxiii) None of the Home Equity Loans are reverse mortgage loans; (A) No Revolving Credit Loan has an original term to maturity in good faith, without notice excess of 120 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 adverse claimsHome Equity Loan, the Loan Rate may not exceed the related Maximum Rate, if any. (B) The Initial Revolving Credit Loans and Initial Mortgage Loans with adjustable Loan Rates have Maximum Loan Rates which range between 8.875% and 18.000%, and the weighted average Maximum Rate is approximately 14.383%. The Gross Margins for the Initial Revolving Credit Loans range between (1.000)% and 9.500%, and the weighted average Gross Margin for the Initial Revolving Credit Loans is approximately (0.451)% as of the Initial Cut-off Date. The Gross Margins for the Initial Mortgage Loans with adjustable Loan Rates range between 1.500% and 2.000%, and the weighted average Gross Margin for such Initial Mortgage Loans is approximately 1.625% as of the Initial Cut-off Date. As of the Initial Cut-off Date, the Loan Rates on the Initial Home Equity Loans range between 6.000% and 17.50% and the weighted average Loan Rate is approximately 7.798%. The weighted average remaining term to scheduled maturity of the Home Equity Loans on a contractual basis as of the Initial Cut-off Date is approximately 120 months; (A) Each Mortgaged Property with respect to the Home Equity Loans consists of a fee simple estate in a single parcel of real property with a single family (which may include two- to four-family properties) residence erected thereon, or an individual condominium unit, planned development unit or townhouse. (kB) The transferWith respect to the Initial Home Equity Loans (i) approximately 7.82% (by Initial Cut-off Date Loan Balance) are secured by real property improved by individual condominium units, assignment or townhouses, and conveyance (ii) approximately 75.64% (by Initial Cut-off Date Loan Balance) are secured by real property with a single family residence erected thereon; (xxvi) (A) As of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions Initial Cut-off Date, no Initial Home Equity Loan had a principal balance in effect in any applicable jurisdictionexcess of $2,440,000.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or registered or qualified under any state securities law and are being transferred to the Seller in a transaction that is exempt from the registration requirements of the Securities Act, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be not be resold or transferred other than in accordance with the Pooling and Servicing Agreement unless they are (1) registered pursuant to the Securities Act and registered and qualified pursuant to any state securities law, or (2) sold or transferred in transactions which are exempt from such registration and qualification, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws and the Seller will sell or transfer the Private Certificates only in the manner contemplated by the Pooling and Servicing Agreement. (xv) The Seller (a) is a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision, (c) is able to bear the economic risks of such an investment and (d) is a qualified institutional buyer, as such term is defined in Rule 144A under the Securities Act. (xvi) The Seller confirms that (a) it has had the opportunity to ask questions of and receive answers from the Purchaser concerning the purchase of the Private Certificates and all matters relating thereto or any additional information deemed necessary by the Seller to its decision to purchase the Private Certificates and (b) it has undertaken its own independent analysis of the investment in the Private Certificates. The Seller will not use or disclose any information it receives in connection with its purchase of the Private Certificates other than in connection with a subsequent sale of the Private Certificates, except to the extent that any such information is publicly available without the Seller's breach of its obligations specified in this sentence. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (d) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, that would constitute a public offering of the Private Certificates under the Securities Act or that would require registration or qualification of the Private Certificates under the Securities Act or any state or foreign securities laws. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller was not formed solely to acquire the Private Certificates. (xix) The Seller will not sell or otherwise transfer any Private Certificates or interest therein except in compliance with the provisions of the Pooling and Servicing Agreement. (xx) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Effective Date and the Closing Date or as of such date specifically provided hereinDate: (a) The a. Seller is duly organizedhas not received a written notice of any request or demand foror written inquiry in respect of payments, validly existing and in good standing as a national banking association and has the power and authority adjustments of payments or performance pursuant to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value Leases that is still outstanding; b. Seller has not received a written notice of default with respect to the payment or marketability calculation of the Mortgage Loansrentals that has not been cured, or (iv) its ability any other notice of default or potential default relating to foreclose on the related Mortgaged Properties. (b) The Seller has the power Leases. All Leases are in full force and authority to makeeffect, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's are legal, valid and binding obligation enforceable obligations on the lessor thereto and Seller (and their respective successors and assigns), and are and have been maintained in accordance with its their terms, except as enforcement ; c. Seller has not received a written notice of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium any request or similar laws affecting the enforcement demand for payment of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement delay rentals that is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities lawsstill outstanding and, to the extent that such policy considerations limit the enforceability best of the provisions Seller’s knowledge, accurate and timely payment of this Agreement which purport to provide indemnification from securities laws liabilities. delay rentals and other required payments (cif any) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filedmade to maintain in full force and effect all Leases; d. Seller has not incurred any liability, as the case may be, prior to the Closing Date. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (f) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (g) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial contingent or otherwise) , for brokers’ or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, finders’ fees relating to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement for which Buyer shall have any responsibility whatsoever; e. The Leases have not been conveyed to any third party by Seller prior to the date hereof; f. Seller is not participating in any discussions or negotiations regarding amendment or modification of the Leases; g. Seller has not received written notice from any governmental agency or other person or entity that Seller’s ownership or operation of the Assets is in violation of any applicable federal, state and local laws, including environmental laws, in any material respect, and to Seller’s knowledge, no event has occurred that could result in such a violation; h. Other than as set forth on Schedule 5(h), (i) All returns, declarations, reports, claims for refund, or information return or statement relating to taxes, including any schedule or attachment thereto (“Tax Returns”) required to be filed by Seller with respect to the Assets have been timely filed, (ii) all taxes shown to be due on such Tax Returns have been timely paid, (iii) that, if determined adversely, there are no claims pending or threatened by any governmental taxing authority or agency in connection with any such tax that would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations underAssets after the Closing (defined below), and (iv) there are no tax audits currently pending that would adversely affect the Assets after the Closing; i. There are no Actions, audits or investigations pending against the validity Assets or enforceability of, this Agreement. (i) The against Seller is not transferring the Mortgage Loans with respect to the Purchaser hereunder Assets and, to Seller’s knowledge, there is no Action, audit or investigation pending or threatened with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title respect to the Mortgage Loans in good faithAssets. As used herein, without “Actions” means any action, claim, suit, arbitration, mediation or proceeding filed by or before any court, tribunal, mediator, arbitrator, judge or governmental body. Neither Seller nor any affiliate of Seller has received notice of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject pending or threatened Action that relates to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.Assets;

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as follows as of the Closing Date or date hereof and as of such date specifically provided hereineach Purchase Date that: (a) The Seller is duly organized, validly a Schedule I Bank existing under the laws of Canada and in good standing as a national banking association and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure to so qualify would have not constitute a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged PropertiesMaterial 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 to consummate all meaning of the transactions contemplated hereunder and has taken all necessary action to authorize the Income Tax Act (Canada). (c) The execution, delivery and performance by the Seller of this Agreement. When 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 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 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 or filing with, any Governmental Authority or other Person is required for the due execution, delivery 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 Purchase Documents to which the Seller is a party has been duly executed and delivered, this Agreement will constitute delivered and constitutes the Seller's legal, valid and binding obligation of, and is enforceable in accordance with its termsterms against, the Seller, except as enforcement of such terms enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally or creditors by general principles of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's businessequity. (f) The Seller is not insolventThere are no actions, nor will suits or proceedings pending or, to the knowledge of the Seller, threatened, against or affecting the Seller be made insolvent by the transfer of the Mortgage Loansat law, nor is the Seller aware of in equity or before any pending insolvencyarbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (g) The Seller is not the legal and beneficial owner of the Loans (and has been since the origination of such Loans) to be sold to the Purchaser on each Purchase Date, excluding registered or recorded title to the Loan which may continue to be held by an applicable Originator, if any, 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 violation ofthe applicable Loans (which, for greater certainty, shall be Purchased Loans) and the execution Collections and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation other proceeds with respect to any order or decree thereto, free and clear of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunderAdverse Claim other than Permitted Security Interests. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal Other than (i) thatregistrations in the appropriate land titles office, if determined adverselyland registry office or similar office of public registration in respect of the sale, would prohibit transfer and assignment of the relevant Purchased Loans from the Seller from entering into to the Purchaser effected by this AgreementAgreement and the Seller Assignments (and any applicable registration in respect of registered title to the relevant Loans), and (ii) seeking the provision to prevent Borrowers under the consummation related Purchased Loans or the obligors under the Related Security of any 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 (other than certain registrations in the Province of Quebec which will be made when permitted by applicable law) in each jurisdiction where necessary or appropriate to give legal effect to the transactions contemplated hereby and by this Agreement or (iii) thatthe other Purchase Documents, if determined adverselyand to validate, would prohibit or materially preserve, perfect and adversely affect protect the Seller's performance Purchaser’s ownership interest in and rights to collect any and all of any of its respective obligations underthe related Purchased Loans being purchased on the relevant Purchase Date, or including the validity or enforceability of, this Agreementright to service and enforce such Purchased Loans and the Related Security related thereto. (i) The 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 is not transferring the Mortgage Loans or otherwise, to the Purchaser hereunder in connection with any intent to hinder, delay this Agreement is or defraud any will be complete and accurate as of its creditorsthe date so furnished. (j) The Seller acquired title Each Portfolio Asset subject to the Mortgage Loans in good faith, without notice Purchase Notice will meet the Eligibility Criteria as of any adverse claimsthe Transfer Date. (k) The transfer, assignment Seller’s complete name is set forth in the preamble to this Agreement. (l) The chief or principal place of business and conveyance chief executive office (as such terms are used in the PPSA) of the Mortgage Notes Seller are located at the address referred to in Schedule 4.1(1). (m) Each Loan File is complete in all material respects and reflects all material transactions between the Seller and the Mortgages 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 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 or the applicable 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. (q) 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. (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 or the applicable Originator 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 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 Mortgage Lender) prior to the granting of each Loan, the Seller or the applicable Originator 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 received Rating Agency Confirmation. (ee) Prior to the taking of Related Security (other than a re-mortgage) in respect of each Loan, the Seller or the applicable 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 Seller or the applicable Originator 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) 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 or the applicable Originator 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 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. If New Loan Types are to be sold to the Purchaser, then the Representations and Warranties will be modified as required to accommodate these New Loan Types. The representations and warranties of the Seller shall survive the Purchase Date on which such representations and warranties are given or deemed to be given pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionAgreement.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the State of New York and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's ’s legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its certificate of incorporation, bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's ’s business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's ’s condition (financial or otherwise) or operations or any of the Seller's ’s properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's ’s performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of New York and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's ’s legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of organization, operating agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's ’s business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's ’s condition (financial or otherwise) or operations or any of the Seller's ’s properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's ’s performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Retained Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities law, (b) the Purchaser is not required to so register or qualify the Retained Certificates, (c) the Retained Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Retained Certificates and (e) the Retained Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Retained Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Retained Certificates, such that it is capable of evaluating the merits and risks of investment in the Retained Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Retained Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Retained Certificates. The Seller has had any questions arising from such review answered by the Purchaser to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Retained Certificate, any interest in any Retained Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Retained Certificate, any interest in any Retained Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Retained Certificate, any interest in any Retained Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Retained Certificate under the Securities Act, that would render the disposition of any Retained Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Retained Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, Loans or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Private Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Private

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is a national banking association duly organized, validly existing and in good standing as a national banking association under the laws of the jurisdiction of its creation and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the its performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, Home Loans or (ivd) its the ability to foreclose on the related Mortgaged Properties.; (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or ; (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental government authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date.; (div) The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated herein (i) by it will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Articles of Association or Bylaws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to to, any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to which its knowledge threatened, against the Seller or any of its properties or with respect to this Agreement or the property Securities which in its opinion has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement; (vi) No certificate of an officer, statement furnished in writing or assets of report delivered pursuant to the terms hereof by the Seller is subjectcontains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, (ii) will statement or report not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency.misleading; (evii) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business.; (fviii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Home Loans, nor is the Seller aware of any pending insolvency.; (gix) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to to, any order or decree of any court, court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, properties or materially and adversely affect the performance of any of its duties hereunder.; (hx) There are no actions or proceedings against, or investigations of, the Seller it pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (iA) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Sale and Servicing Agreement, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iiiC) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Sale and Servicing Agreement.; (ixi) The Seller is represents and warrants that it did not transferring sell the Mortgage Home Loans to the Depositor as Purchaser hereunder under this Agreement with any intent to hinder, delay or defraud any of its creditors.; and the Seller will not be rendered insolvent as a result of the sale of the Home Loans to the Depositor as Purchaser under this Agreement; (jxii) The Seller represents and warrants that it acquired title to the Mortgage Home Loans in good faith, without notice of any adverse claims.claim; and (kxiii) The Seller represents and warrants that the transfer, assignment and conveyance of the Mortgage Notes Debt Instruments and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as follows as of the Closing Date or date hereof and as of such date specifically provided hereineach Purchase Date that: (a) The Seller is duly organized, validly a Schedule I Bank existing under the laws of Canada and in good standing as a national banking association and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each every jurisdiction in which where the character nature of the its business transacted by requires it or properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure to so qualify would have not constitute a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged PropertiesMaterial Adverse Event. (b) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the is not a Non-resident. (c) The execution, delivery and performance by the Seller of this Agreement. When 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 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 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 or filing with, any Governmental Authority or other Person is required for the due execution, delivery 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 Purchase Documents to which the Seller is a party has been duly executed and delivered, this Agreement will constitute delivered and constitutes the Seller's legal, valid and binding obligation of, and is enforceable in accordance with its termsterms against, the Seller, except as enforcement of such terms enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally or creditors by general principles of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's businessequity. (f) The Seller is not insolventThere are no actions, nor will suits or proceedings pending or, to the knowledge of the Seller, threatened, against or affecting the Seller be made insolvent by the transfer of the Mortgage Loansat law, nor is the Seller aware of in equity or before any pending insolvencyarbitrator or Governmental Authority having jurisdiction which, if adversely determined, would result in a Material Adverse Event. (g) The Seller is not the legal and beneficial owner of the Loans to be sold to the Purchaser on each Purchase Date, excluding registered or recorded title to the Loan which may continue to be held by an applicable Originator, if any, 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 violation ofthe applicable Loans (which, for greater certainty, shall be Purchased Loans) and the execution Collections and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation other proceeds with respect to any order or decree thereto, free and clear of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunderAdverse Claim other than Permitted Security Interests. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal Other than (i) thatregistrations in the appropriate land titles office, if determined adverselyland registry office or similar office of public registration in respect of the sale, would prohibit transfer and assignment of the relevant Purchased Loans from the Seller from entering into to the Purchaser effected by this AgreementAgreement 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) seeking the provision to prevent Borrowers under the consummation related Purchased Loans or the obligors under the Related Security of any 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 this Agreement or (iii) thatthe other Purchase Documents, if determined adverselyand to validate, would prohibit or materially preserve, perfect and adversely affect protect the Seller's performance Purchaser’s ownership interest in and rights to collect any and all of any of its respective obligations underthe related Purchased Loans being purchased on the relevant Purchase Date, or including the validity or enforceability of, this Agreementright to service and enforce such Purchased Loans and the Related Security related thereto. (i) The 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 is not transferring the Mortgage Loans or otherwise, to the Purchaser hereunder in connection with any intent to hinder, delay this Agreement is or defraud any will be complete and accurate as of its creditorsthe date so furnished. (j) The Seller acquired title Each Portfolio Asset subject to the Mortgage Loans in good faith, without notice Purchase Notice will meet the Eligibility Criteria as of any adverse claimsthe Transfer Date. (k) The transferSeller’s complete name is set forth in the preamble to this Agreement. (l) The chief or principal place of business, assignment domicile and conveyance chief executive office (as such terms are used in the PPSA or the Civil Code of Québec) of the Mortgage Notes 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 Mortgages 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 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 or the applicable 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. (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 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) Interest on each Loan is charged in accordance with the Standard Documentation. (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 or the applicable Originator 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 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. (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 or the applicable Originator 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 or the applicable 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 Seller or the applicable Originator 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 or the applicable Originator 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. (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 Transfer Date satisfies the Eligibility Criteria as in effect on such Transfer Date. (ii) Each Loan satisfies the requirements of Section 21.6 of the Covered Bond Legislative Framework as in effect on the related Transfer Date. (jj) Each Loan satisfies the eligibility criteria as may be prescribed by the 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 of the Seller shall survive the Purchase Date on which such representations and warranties are given or deemed to be given pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionAgreement.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, Loans or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Private Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Private Certificates. The Seller has had any questions arising from such review answered by the Purchaser or the Seller to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (d) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby represents and G-15 warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (ai) The Seller is duly organized, validly existing and in good standing as a national banking association limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (ia) its business, properties, assets or condition (financial or other), (iib) the performance of its obligations under this Agreement, (iiic) the value or marketability of the Mortgage Loans, Loans or (ivd) its ability to foreclose on the related Mortgaged Properties. (bii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (ciii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (div) The execution execution, delivery and delivery performance of this Agreement and by the consummation of the transactions contemplated herein (i) Seller will not conflict with or constitute result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller its properties pursuant to any material contractmortgage, indenture, mortgage, loan agreement, note, lease contract or other instrument, agreement or document to which the Seller it is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agencybound. (ev) No certificate of an officer, written statement or report delivered pursuant to the terms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (fvii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (gviii) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (hix) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement and the Pooling and Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement and the Pooling and Servicing Agreement. (ix) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (jxi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (kxii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller understands that (a) the Private Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law, (b) the Purchaser is not required to so register or qualify the Private Certificates, (c) the Private Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Private Certificates and (e) the Private Certificates will bear a legend to the foregoing effect. (xiv) The Seller is acquiring the Private Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws. (xv) The Seller is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Private Certificates, such that it is capable of evaluating the merits and risks of investment in the Private Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the Securities Act. (xvi) The Seller has been furnished with such information concerning the Private Certificates and the Purchaser as has been requested by the Seller from the Purchaser and is relevant to the Seller's decision to purchase the Private Certificates. The Seller has had any questions arising from such review answered by the Purchaser or the Seller to the satisfaction of the Seller. (xvii) The Seller has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Private Certificate, any interest in any Private Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Private Certificate, any interest in any Private Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Private Certificate, any interest in any Private Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (d) above) would constitute a distribution of any Private Certificate under the Securities Act, that would render the disposition of any Private Certificate a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not sell or otherwise transfer any of the Private Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. (xviii) The Seller is not an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), (collectively, an "ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee of, or investing the assets of an ERISA Plan.

Seller Representations and Warranties. The Seller hereby Each Seller, with respect to the Property or Properties owned by such Seller, represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided hereinto, and covenants with Buyer that: (ai) The Subject to Section 8, Seller is duly organized, validly existing and in good standing as a national banking association and has the power full right, power, and authority to own its assets execute, deliver, and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under perform this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged Properties. (b) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When , when executed and delivereddelivered by Seller and Buyer, this Agreement will shall constitute the Seller's legal, valid and binding obligation agreement of Seller, and shall be enforceable against Seller in accordance with its terms. (ii) Subject to Section 8, except as enforcement all requisite action on the part of Seller has been taken by Seller in connection with making and entering into this Agreement and the consummation of the purchase and sale provided for herein, and no consents or approvals are required from any party in order to consummate such terms may be limited by purchase and sale. (iiii) bankruptcyNo attachments, execution proceedings, assignments for the benefit of creditors, insolvency, reorganizationbankruptcy, receivership, moratorium reorganization or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities lawsother proceedings are pending or, to the extent that such policy considerations limit best of Seller's knowledge, threatened against Seller, which would materially adversely affect the enforceability ability of Seller to consummate the provisions of transactions contemplated by this Agreement which purport to provide indemnification from securities laws liabilitiesAgreement. (civ) Seller has not received any written notice from appropriate governmental authorities that any Property is in violation of any applicable laws. (v) Seller has not received any written notices from any insurance company, board of fire underwriters or similar organization regarding any defects in any Property. (vi) The Seller holds Improvements and their use shall be in full compliance with all applicable zoning, building, environmental, subdivision and other laws, rules, and regulations applicable thereto, as well as any private restrictive covenants affecting the Properties, and shall be ready for use and occupancy, and all necessary licensescertificates of approval and occupancy shall have been issued and furnished by all authorities having or claiming to have jurisdiction over the construction, certificates use or occupancy of the Improvements. (vii) Except for the Permitted Encumbrances and permits from all governmental authorities necessary for conducting its business as it is presently conductedexisting Leases, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability Closing Date, Seller will own each Property free and clear of all liens, restrictions, charges and encumbrances. From the Seller to conduct its business as it is presently conducted. It is not required to obtain date hereof, and until the consent of any other party Closing 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 earlier proper termination of this Agreement, except for such consentsSeller shall not sell, licensesassign or create any right, approvals title or authorizationsinterest whatsoever in or to any Property or create any liens, encumbrances or registrations charge thereon without discharging the same at or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (dviii) The execution To the best of Seller's knowledge, the Financial Statements are and delivery will be true, correct, accurate and complete and will not omit to state any fact or condition, the omission of this Agreement and which makes such statements misleading. (ix) Except as disclosed on Schedule 3, Seller has no knowledge of any litigation, or possible litigation, or of claims of any kind, or of any facts or circumstances which may in any way adversely affect Seller or the consummation Property, including regulations of the transactions contemplated herein (i) will not conflict Environmental Protection Agency and any state regulatory body concerning the disposal of grease, hazardous waste, petroleum, any underground storage tanks or any other hazardous materials or regulations of the Americans with or constitute a breach ofDisabilities Act providing for access to the premises, or default under, or result in the creation or imposition dining areas and bathroom areas of any lienProperty ("Applicable Laws"). (x) To the best of Seller's knowledge, charge all structures and Improvements upon each Property have been constructed and installed in full compliance with the Plans and Specifications and with all applicable laws, statutes, ordinances, codes, covenants, conditions and restrictions of any kind or encumbrance upon nature affecting such Property which were in effect at the time of such construction. (xi) Seller has no information or actual knowledge of any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which proposed change in any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, Applicable Laws or any law, administrative regulation judicial or administrative action or court decree applicable any action by adjacent landowner or any facts or conditions relating to any Property which would materially and adversely affect, prevent or limit the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order use of any court or governmental authority or agencysuch Property as a restaurant. (exii) The transactions contemplated by this Agreement are in the ordinary course Seller has received no written notice of the Seller's business. (f) The Seller is not insolventtaking, nor will the Seller be made insolvent by the transfer of the Mortgage Loanscondemnation, nor is the Seller aware of any pending insolvency. (g) The Seller is not in violation ofbetterment or assessment, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation actual or proposed, with respect to any order or decree of any courtProperty, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunderexcepting only regularly issued real property tax assessments for such Property. (hxiii) There are no actions or proceedings against, or investigations of, the Seller pending orNo portion of any Property lies within any 100-year flood plain, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation best of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreementknowledge. (ixiv) The Leases are in full force and effect and Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title to the Mortgage Loans in good faith, without notice has no knowledge of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws event which would constitute a default or any similar statutory provisions in effect in event of default either by Seller or Tenant under any applicable jurisdictionlease.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (a) The Seller is duly organized, validly existing and in good standing as a national banking association corporation under the laws of the State of North Carolina and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged Properties. (b) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (f) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (g) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Seller Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (a) The Seller is duly organized, validly existing and in good standing as a national banking association under the laws of the United States and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (i) its business, properties, assets or condition (financial or other), (ii) the performance of its obligations under this Agreement, (iii) the value or marketability of the Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged Properties. (b) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally or creditors of national banks and by the availability of equitable remedies, (ii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (c) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It 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 such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument, agreement or document to which the Seller is a party or by which it may be bound or to which any of the property or assets of the Seller is subject, (ii) will not result in any violation of the provisions of the charter or by-laws of the Seller, or any law, administrative regulation or administrative or court decree applicable to the Seller and (iii) will not require any filing or registration with or notice to or consent, approval, authorization or order of any court or governmental authority or agency. (e) The transactions contemplated by this Agreement are in the ordinary course of the Seller's business. (f) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency. (g) The Seller is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller's condition (financial or otherwise) or operations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (h) There are no actions or proceedings against, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (i) The Seller is not transferring the Mortgage Loans to the Purchaser hereunder with any intent to hinder, delay or defraud any of its creditors. (j) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (k) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.