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

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

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

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

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

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement shall be hereunder are subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as or in certificates of any officer of the Execution Time, Company delivered pursuant to the provisions hereof at each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company of its covenants and the Operating Partnership of their other obligations hereunder hereunder, and (iii) to the following additional further conditions: (a) The ProspectusOn each Representation Date: (i) there shall not have occurred any downgrading, and nor shall any supplement thereto, required by Rule 424 to be filed with the Commission notice have been filed given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the manner and within rating accorded any of the time period required securities of the Company or any of its subsidiaries by Rule 424(bany “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) with respect of the Exchange Act; (ii) there shall not have occurred any change, or any development reasonably expected to any sale of Shares; each Interim Prospectus Supplement shall have been filed result in a prospective change, in the manner required by Rule 424(b); any other material required to be filed by condition, financial or otherwise, or in the Company pursuant to Rule 433(d) under the Actearnings, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement business or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Operating PartnershipTime of Sale Prospectus that, signed by in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the chief executive officer, president or vice president Shares on the terms and in the manner contemplated in the Time of the Company Sale Prospectus and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and Prospectus; and (iii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their the Company’s knowledge, contemplated contemplated. (b) The Agent shall have received on the date of this Agreement a certificate, dated such date and signed by an executive officer of the Company, to the effect set forth in Section 3(a)(i), (ii) and (iii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of such date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Agent shall have received on the date of this Agreement an opinion of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company, dated such date, to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; (ii) each subsidiary of the Company has been duly incorporated or formed, as applicable, is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, has the corporate or limited liability company power, as applicable, and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; (iii) the authorized capital stock of the Company, including the Shares, conforms as to legal matters to the description thereof contained in the Time of Sale Prospectus and the Prospectus; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the issuance of such Shares will not be subject to any preemptive or similar rights; (vi) two times the maximum number of shares of Common Stock deliverable to the Forward Purchaser pursuant to any Confirmation, whether pursuant to Physical Settlement, Net Stock Settlement, as a result of an Acceleration Event (as such terms are defined in the Confirmation) or otherwise, have been duly authorized and reserved for issuance and, when issued and delivered by the Company to the Forward Purchaser pursuant to the Confirmation against payment of any consideration required to be paid by the Forward Purchaser pursuant to the terms of such Confirmation, will be validly issued, fully paid and non-assessable, and the issuance thereof is not subject to any preemptive or similar rights; (vii) the Confirmation has been duly authorized and upon its execution and delivery by the Company will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms; (viii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law (other than with respect to state securities laws or Blue Sky laws of any jurisdiction) or the articles of incorporation or by-laws of the Company or any agreement or other instrument filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended October 31, 2014 or any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, or, to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement or in connection with the offer and sale of the Shares, except such as may be required by the securities or Blue Sky laws of the various states or the North Carolina Utilities Commission; (ix) the execution and delivery by the Company of, and the performance by the Company of its obligations under, a Confirmation will not contravene any provision of applicable law (other than with respect to state securities laws or Blue Sky laws of any jurisdiction) or the articles of incorporation or by-laws of the Company or any agreement or other instrument filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended October 31, 2014 or any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, or, to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under such Confirmation, except such as may be required by the securities or Blue Sky laws of the various states or the North Carolina Utilities Commission; (x) the statements relating to legal matters, documents or proceedings included in (A) the Time of Sale Prospectus and the Prospectus under the caption “Description of Capital Stock,” (B) the Prospectus under the caption “Plan of Distribution (Conflicts of Interest)” and (C) the Registration Statement in Item 15, in each case fairly summarize in all material respects such matters, documents or proceedings; (xi) the Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (xii) the Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission; and (xiii) (A) in the opinion of such counsel (1) the Company’s Annual Report on Form 10-K for the year ended October 31, 2014 and Registration Statement on Form 8-B, which are incorporated by reference in the Time of Sale Prospectus or the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion) appeared on its face to be appropriately responsive as of its filing date in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, and (2) the Registration Statement and the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein as to which such counsel need not express any opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and (B) in rendering such opinion, but without opining in connection therewith, such counsel shall also state that, based upon such counsel’s participation in conference with representatives of the Company regarding the Time of Sale Prospectus and the Prospectus, nothing has come to the attention of such counsel that causes such counsel to believe that (1) any part of the Registration Statement, when such part became effective (except for the financial statements and financial schedules and other financial and statistical data included therein as to which such counsel need not express any belief), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (2) the Registration Statement or the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein as to which such counsel need not express any belief) on the date of this Agreement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) The Agent shall have received on the date of this Agreement an opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇, outside counsel for the Company, dated such date, to the effect that any consent, approval, authorization or order, or qualification of the North Carolina Utilities Commission required with respect to the performance by the Company of its obligations under this Agreement and the issuance and sale by the Company of the Shares, in each case, has been obtained. (e) On every The Agent shall have received on the date specified of this Agreement an opinion of ▇▇▇▇ ▇▇▇▇, Vice President, Corporate Secretary and Deputy General Counsel of the Company, dated such date, to the effect that such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in Section 4(kthe Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. (f) The Agent shall have received on the date of this Agreement, the favorable opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agent, dated such date, with respect to the sale of the Shares and other related matters as the Agent may require. With respect to Section 3(c)(ix) above, counsel for the Company may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. The opinion of counsel for the Company described in Section 3(c), Section 3(d) and Section 3(e) above shall be rendered to the Agent at the request of the Company and shall so state therein. (g) The Agent shall have received from Ernst & Young LLP on the date of this Agreement a letter dated such date, date hereof in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the such date shall use a “cut-off date” not earlier than the date that is three business days prior to the date of such letter. (fh) Since the respective dates as of which information is disclosed in The Company shall have filed the Registration Statement with the Commission not earlier than three years prior to the date hereof and the Disclosure PackageRegistration Statement became effective upon filing in accordance with Rule 462(e). The Company shall have filed with the Commission the Prospectus on or prior to the date of this Agreement and any subsequent Prospectus or Prospectus Supplement prior to any Applicable Time and related Settlement Date, except as otherwise stated thereinapplicable, there shall not have been any material adverse change in each case in the condition (financial or otherwise) or in manner and within the earningstime period required by Rule 424(b), business affairs or business prospects of the Company and its Subsidiaries considered as one enterpriseeach Issuer Free Writing Prospectus, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which isif any, in the sole judgment manner and within the time period required by Rule 433. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) . The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible changeShares. (i) FINRA On the date of this Agreement, the Company shall not have raised any objection with respect furnished to the fairness and reasonableness Agent a certificate of an executive officer of the terms Company, dated such date, in a form satisfactory to the Agent, stating the minimum gross sales price per share for sales of Shares pursuant to this Agreement and arrangements under the maximum number of Shares that may be issued and sold pursuant to this AgreementAgreement or, alternatively, the maximum gross proceeds from such sales, as duly authorized by the Company’s board of directors or a duly authorized committee thereof, and specify the number of Shares that have been approved for listing subject to official notice of issuance, on the NYSE. (j) The Shares shall have been listed and admitted and authorized approved for trading listing, subject to official notice of issuance, on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time On the date of Deliverythis Agreement, as applicable, counsel for the Company and the Operating Partnership Agent shall have been furnished to the Agent with such further information, certificates documents and documents opinions as the Agent they may reasonably request. If require for the purpose of enabling them to render the opinions or make the statements requested by the Agent, or in order to evidence the accuracy of any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreementrepresentations or warranties, or if the fulfillment of any of the opinions covenants, obligations or conditions, contained herein; and certificates mentioned above or elsewhere all proceedings taken by the Company in this Agreement connection with the issuance and sale of the Shares as contemplated herein shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent. (l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement and all obligations of may be terminated by the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given notice to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ Chance US LLPany time, counsel for the Agent, at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, on each such date as provided in this Agreement.and

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

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

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

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

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

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement to solicit offers to purchase the ADSs shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of on the Execution TimeCommencement Date, each Representation Acceptance Date, and as Settlement Date, to the accuracy of each Applicable Timethe statements of the Company made in any certificates pursuant to the provisions hereof, Settlement Date and Time of Delivery, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) to the following additional conditions: (a) The ProspectusDisclosure Package, and any supplement thereto, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company On the Commencement Date and each time there is filed with the Operating Partnership Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have requested and caused received from Shearman & Sterling LLP, U.S. counsel for the Company CounselCompany, to furnish to an opinion dated the Agent, on every Commencement Date or the date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to filing with the form attached hereto as Annex II, dated as Commission of such date Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect set forth in Exhibit A hereto. (c) The On the Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from Grandall Legal Group, PRC counsel for the Company, an opinion dated the Commencement Date or the date of filing with the Commission of such Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect set forth in Exhibit B hereto and subject to usual and customary qualifications, limitations and assumptions. (d) On the Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from ▇▇▇▇▇▇ and ▇▇▇▇▇▇, Cayman Islands and British Virgin Islands counsel for the Company, an opinion dated the Commencement Date or the date of filing with the Commission of such Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect set forth in Exhibit C hereto and subject to usual and customary qualifications, limitations and assumptions. (e) On the Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from ▇▇▇▇▇ Chance US LLP▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Depositary, an opinion dated the Commencement Date or the date of filing with the Commission of such Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect set forth in Exhibit D hereto and subject to usual and customary qualifications, limitations and assumptions. (f) On the Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, U.S. counsel for the Agent, on every an opinion dated the Commencement Date or the date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as filing with the Commission of such date Quarterly Report on Form 6-K, as the case may be, and addressed to the Agent, with respect to the issuance and sale of the SharesADSs, the Registration Statement, the Disclosure Package, the Prospectus Package (together with any supplement thereto) and other related matters as the Agent may reasonably require. (g) If the Commencement Date is other than the date hereof, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and Agent on the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, Commencement Date a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company Company, dated the Commencement Date, or the date of filing with the Commission of such Quarterly Report on Form 6-K, as the case may be, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and any amendments or supplements thereto and this Agreement and that: (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof this Agreement are true and correct with the same force and effect as though expressly made at on and as of such datethe Commencement Date, (ii) and the Company and the Operating Partnership have has complied with all the agreements and satisfied all the conditions on its part that are required to be performed or satisfied hereunder at or prior to such date and the Commencement Date (iiiunless otherwise waived in writing by the Agent); (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending initiated or, to their the Company’s knowledge, contemplated threatened, and (iii) since the date of the most recent financial statements included or incorporated by reference in the CommissionDisclosure Package (exclusive of any supplement thereto), there has not occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Disclosure Package as of the date hereof. (eh) On every date specified in Section 4(k) of this Agreementthe Commencement Date and each time there is filed with the Commission the Company’s Quarterly Report on Form 6-K, the Agent shall have received from Ernst & Young LLP Hua Ming, a letter dated the Commencement Date or the date of filing with the Commission of such dateQuarterly Report on Form 6-K, as the case may be, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the ProspectusDisclosure Package. (fi) Since Subsequent to the respective Commencement Date or, if earlier, the dates as of which information is disclosed given in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). , until and including the relevant Settlement Date, (gi) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been occurred any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or downgrading, nor shall any notice have been given of any intended or potential decrease in any such rating downgrading or of any review for a possible change in any such rating that does not indicate the direction of the possible change. , in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (iii) FINRA there shall not have raised occurred any objection change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Disclosure Package as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to proceed with respect to the fairness and reasonableness offering or delivery of the ADSs on the terms and arrangements under this Agreementin the manner contemplated in the Disclosure Package (exclusive of any supplement thereto). (j) The Shares shall have been listed and admitted and authorized for trading on During the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicableCommitment Period, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, during the Commitment Period by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall 5 will be delivered at the office of ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for the Agent, at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇& ▇▇▇▇▇▇▇▇, counsel for the Agent, at 18th Floor, The Hong Kong Club Building, 3A Chater Road, Hong Kong, on each such date as provided in this Agreementthe Commencement Date.

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

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

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

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agency Agreement shall be subject to (i) the accuracy in all material respects of the representations and warranties on the part of the Company and the Operating Partnership contained herein in this Agency Agreement as of the Execution Time, each Representation Time and the Closing Date, and as to the accuracy of each Applicable Timethe statements of the Company made in any certificates pursuant to the provisions hereof, Settlement Date and Time of Delivery, (ii) to the performance in all material respects by the Company of its obligations under this Agency Agreement and the Operating Partnership of their obligations hereunder and (iii) to the following additional conditions: (a) The ProspectusIf the Registration Statement has not become effective prior to the Execution Time, unless the Agent agrees in writing to a later time, the Registration Statement will become effective not later than the second business day following the execution and any supplement thereto, required by Rule 424 delivery of this Agency Agreement; all post-effective amendments to be the Registration Statement filed with the Commission SEC prior to the Closing Date shall have been filed in the manner become effective; any and within the time period all filing required by Rules 424 and Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement 430A under the Act shall have been filed in the manner required by Rule 424(b)made; any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatenedthreatened and the Prospectus shall have been filed with the Canadian Securities Regulatory Authorities not later than the close of business on the second business day following the execution and delivery of this Agreement; no stop order suspending the distribution of the Common Shares shall have been issued or threatened by any Canadian Securities Regulatory; and all requests for additional information on the part of any Canadian Securities Regulatory Authority shall have been complied with to the Agent's reasonable satisfaction. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel__________________, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from ▇▇▇▇▇▇▇▇ Chance US LLP, U.S. counsel for the AgentCompany, on every date specified in Section 4(m) of this Agreement, such opinion or opinionsto have furnished to the Agent their opinion, dated as of such date the Closing Date and addressed to the Agent, in form and substance satisfactory to the Agent, to the effect that: (i) the Company and each of its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification; (ii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; the descriptions contained in the Prospectus under the headings "Shares Eligible for Future Sale - U.S. Resale Restrictions" "Description of Securities", "Business - Federal Food and Drug Administration Regulation", "Business - Our Technologies - Replacement Therapy - License", "Business - Our Technologies - Replacement Therapy - Intellectual Property Matters", "Business - Our Technologies - Mutacin 1140 - License", "Business - Our Technologies - Mutacin 1140 - Intellectual Property Matters" and "Plan of Distribution: Terms of the Offering - Section 15(g) of the Exchange Act" fairly summarize the matters therein described in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein and fairly present the information called for with respect to such legal matters, documents and proceedings; and the University is the owner of patents no.'s 5,607,672, 5,932,469 and 6,931,285 registered at the United States Patent and Trademark Office. [IP opinion requirement is being reviewed] (iii) the authorized equity capitalization of the Company is as set forth in the Registration Statement and the Prospectus and the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; the outstanding Common Shares have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities being sold under the Agency Agreement by the Company have been duly and validly authorized, and, when issued and delivered to and paid for pursuant to this Agency Agreement (in the case of the Warrant Shares, the Warrants and the related Warrant Agreement) , will be validly issued, fully paid and nonassessable; the Common Shares comprising the Units have been conditionally approved for listing on the TSX Venture Exchange (the "TSX") , subject only to the filing of documents and evidence of satisfactory distribution in accordance with the rules of such exchange on or before __________, 2003; the Warrant Shares have been duly reserved for issuance in accordance with the terms of the Warrants and the Warrant Indentures; the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities or any resale, co-sale, registration, first refusal or similar rights; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company or any subsidiary are outstanding; each of the Company's subsidiaries is wholly-owned thereby; (iv) each of the Transaction Agreements, the Replacement Therapy Agreement and the Antibiotic Agreement have been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the indemnification and contribution provisions of Section 6 of the Agency Agreement; (v) no consent, approval, authorization, filing with or order of any court or governmental agency or body or others (including securityholders) is required in connection with the purchase and distribution of the Securities in the manner contemplated in the Transaction Agreements and in the Prospectus except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection therewith and such other approvals (specified in such opinion) as have been obtained; (vi) neither the issue and sale of the SharesSecurities, nor the Registration Statementconsummation of any other of the transactions contemplated in the Transaction Agreements will conflict with, the Disclosure Packageresult in a breach or violation of or imposition of any lien, the Prospectus (together with charge or encumbrance upon any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished property or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate assets of the Company and the Operating Partnershipor its subsidiaries pursuant to, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties charter or by-laws of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such dateor its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on or its part subsidiaries is a party or bound or to be performed which its or satisfied at their property is subject, or prior to such date and (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties; (vii) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to the Act has been made in the manner and within the time period required by the Act; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (except as to financial statements, financial and statistical data and supporting schedules contained therein, as to which such counsel need express no opinion) complies as to form in all material respects with the applicable requirements of the Act and the rules thereunder; (viii) such counsel has no reason to believe that on the Effective Date or at the Execution Time, the Registration Statement or any further amendment thereto made by the Company prior to the Closing Date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that, as of the date first filed with the SEC and as of the Closing Date, the Prospectus or any further amendment of supplement thereto made by the Company prior to the Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) ; and (ix) no stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are pending or, payable by or on behalf of the Agent to their knowledge, the United States or to any political subdivision or taxing authority thereof or therein in connection with the sale and delivery of the Securities in the manner contemplated by the CommissionAgency Agreement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Washington or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Agent and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Reference to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (ec) On every date specified in Section 4(k) of this AgreementThe Company shall have caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Canadian counsel for the Company, to have furnished to the Agent shall have received from Ernst & Young LLP a letter their opinion, dated such datethe Closing Date and addressed to the Agent, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of to the effect that: (i) the Prospectus and any further amendments and supplements thereto made by the Company prior to the Closing Date (other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to than the financial statements and certain other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of Canadian Securities Laws and the rules and regulations thereunder; such counsel has no reason to believe that on the Effective Date or at the Execution Time, the Prospectus or any further amendment thereto made by the Company prior to the Closing Date (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (all within the meaning of the Securities Act (British Columbia) ) or that, as of the Closing Date, the Prospectus or any further amendment of supplement thereto made by the Company prior to the Closing Date (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the Registration Statement light of the circumstances under which they were made, not misleading (all within the meaning of the Securities Act (British Columbia) ) ; (ii) the statements contained in the Prospectus under the heading "Certain Canadian Federal Income Tax Considerations" and "Eligibility for Investment" insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and procedures and fairly summarize the matters referred to therein; (iii) a final receipt in respect of each of the Canadian Securities Regulatory Authorities has been obtained in respect of the Prospectus and any further amendments thereto filed with such authorities and all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits and consents have been obtained under the Canadian Securities Laws to permit the Securities to be offered, sold and delivered, as contemplated by this Agency Agreement and the Prospectus.Prospectus in each of the Canadian Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of each such jurisdiction who have complied with all relevant provisions of such laws; (fiv) Since the respective dates as issuance of which information the Warrant Shares upon the due exercise of the Warrants, will be exempt from the prospectus and registration requirements of the Canadian Securities Laws and no filing, proceeding, approval, consent or authorization is disclosed required to be made by the Company under the Canadian Securities Laws to permit the issuance of such Warrant Shares, provided that no commission or other remuneration is paid or given to others in respect of such trade except for administrative or professional services or for services performed by a dealer registered under the B.C. Securities Laws; (v) the first trade in the Registration Statement Securities will not be subject to the prospectus requirements of the Canadian Securities Laws, provided that at the time of such trade: (A) such trade is not a control distribution as defined in Multilateral Instrument MI 45-102 ("MI 45-102") ; and the Disclosure Package, except as otherwise stated therein, there shall (B) such trade is not have been any material adverse change a transaction or series of transactions involving purchases and sales in the condition (financial course of or otherwise) or incidental to a "distribution" as such term is defined in the earningsCanadian Securities Laws; and (vi) the first trade in Warrant Shares issued in accordance with the Warrants is not subject to the prospectus requirements of the Canadian Securities Laws provided that: (A) such trade is not a control distribution as defined in MI 45-102; and (B) the Company is a reporting issuer in one of the jurisdictions listed in Appendix B to MI 45-102 at the time of such trade. In rendering such opinion, business affairs or business prospects such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than Canada and Province of British Columbia, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Agent and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and its Subsidiaries considered as one enterprise, whether or not arising public officials. Reference to the Prospectus in this paragraph (c) include any supplements thereto at the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Closing Date. (gd) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any a certificate of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this AgreementCompany, or if any signed by the Chairman of the opinions Board or the President and certificates mentioned above the principal financial or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance accounting officer of the Company, dated the Closing Date, to the Agent effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus and counsel for the Agent, this Agency Agreement and all obligations that: (i) the representations and warranties of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed the Agency Agreement are true and correct in writing. The documents required to be delivered by this Section 6 shall be delivered at all material respects on and as of the office of ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for Closing Date with the Agent, at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, same effect as if made on each such date as provided in this Agreement.the Closing Date

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

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

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

Conditions to the Obligations of the Agent. The obligations of the Agent under hereunder are subject to the following conditions: (a) Notification that the Registration Statement has become effective shall be received by the Agent not later than 4:00 p.m., New York time, on the date immediately preceding the date of this Agreement or at such later date and any Terms Agreement time as shall be subject consented to in writing by the Agent and all filings required prior to such effectiveness by Rule 424 and Rule 430A of the Rules and Regulations shall have been made. (i) No stop order suspending the accuracy effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission, (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect, and no proceeding for such purpose shall be pending before or threatened or contemplated by the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Agent and the Agent consented thereto, and the Agent shall have received certificates, dated the Closing Date, and signed on behalf of the Company by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief), to the effect of the foregoing clauses (i), (ii) and (iii). (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been a material adverse change in the general affairs, business, business prospects, properties, management, condition (financial or otherwise), or results of operations of the Company, whether or not arising from transactions in the ordinary course of business, and (ii) the Company shall not have sustained any material loss or interference with its business, assets or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement and the Prospectus, if in the judgment of the Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares through the Agent at the public offering price. (d) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall have been no litigation or other proceeding instituted against the Company or any of its officers, directors or shareholders in their capacities as such, or any of its assets or properties, before or by any Governmental Body in which litigation or proceeding an unfavorable ruling, decision or finding would materially and adversely affect the general affairs, business, properties, prospects, condition (financial or otherwise), net worth or results of operations of the Company. (e) Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the date hereof, and at the Closing Date, as if made on such date, and all covenants and agreements contained herein to be performed on the part of the Company and the Operating Partnership all conditions contained herein as to be fulfilled or complied with by the Company at or prior to the Closing Date shall have been fully performed, fulfilled or complied with in all material respects. (f) The Agent shall have received an opinion, dated the Closing Date, from Honigman Miller Schwartz and Cohn LLP, Detroit, Michigan, counsel for ▇▇▇ ▇▇▇▇a▇▇, ▇▇ ▇▇▇ ▇▇▇▇owing ▇▇▇ect: (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the Execution Time, each Representation Date, and as State of each Applicable Time, Settlement Date and Time of Delivery, Michigan; (ii) The description of the Common Shares under the caption "Description of Capital Stock" in the Prospectus, to the performance by extent that it constitutes statements of law or legal conclusions, conforms in all material respects to the terms thereof contained in the Company's Restated Articles of Incorporation, as amended (the "Articles"). The authorized capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization". All of the issued and outstanding Common Shares have been, and the Operating Partnership of their obligations hereunder Shares, when issued, delivered and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed paid for in accordance with the Commission have been filed in the manner terms of this Agreement, will be, duly authorized, validly issued, fully paid and within the time period required by Rule 424(b) with respect nonassessable and will not be subject to any preemptive or similar right arising under the Michigan Business Corporation Act, as amended, the Company's Articles or Bylaws, or any agreement listed as an Exhibit to the Registration Statement (the "Exhibits"). To such counsel's actual knowledge, neither the filing of the Registration Statement nor the offering or sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); Shares pursuant to this Agreement gives rise to any rights for the registration of any Common Shares or other material required to be filed by securities of the Company pursuant to Rule 433(dany of the Exhibits, except as disclosed in the Registration Statement, or such rights as have been satisfied, waived or terminated; (iii) Based solely on such counsel's review of the minutes of the meetings of the Company's shareholders and board of directors and committees of the board of directors and a certificate of officers of the Company (the "Certificate"), except as described in the Registration Statement and the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of capital stock of the Company; (iv) The Registration Statement has become effective under the Securities Act; and, shall have been filed with the Commission within the applicable time periods prescribed for to such filings by Rule 433; and counsel's actual knowledge, (i) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have amendment thereto has been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and under the Operating Partnership shall have requested and caused the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably requireSecurities Act, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted instituted, are pending or are pending or, to their knowledge, contemplated threatened by the Commission.Commission under the Securities Act; (ev) On every date specified The Registration Statement and, if any, each amendment thereto and the Prospectus and, if any, each amendment and supplement thereto (except the financial statements, schedules and other financial data contained therein, as to which such counsel need not express any opinion), complies as to form in Section 4(k) of this Agreement, all material respects with the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each requirements of the other Alternative Agents containing statements Securities Act and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements Rules and certain financial information Regulations; (vi) The descriptions contained in the Registration Statement and in the Prospectus.Prospectus under the captions "Risk Factors -- Provisions of our Articles of Incorporation, Bylaws and corporate law have potential anti-takeover effects," "Management -- Directors and Executive Officers," and "-- Compensation," "Description of Capital Stock," and Notes 7, 8, 9 and 11 of "Notes to Financial Statements" of statutes, contracts and other documents, insofar as such descriptions relate to matters of law, fairly present in all material respects summaries of such statutes, litigation, contracts and other documents; (fvii) Since To such counsel's actual knowledge, there are no contracts or documents which are required by the respective dates Securities Act to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which are not so described or filed; (viii) Based solely on the Certificate and the results of an inquiry circulated to the partners of such counsel's firm (the "Inquiry"), such counsel confirms to you that, to such counsel's actual knowledge, there is not pending or threatened against the Company any action, suit, arbitration, claim, governmental or other proceeding (informal or formal) or investigation before or by any Governmental Body which information is required to be disclosed in the Registration Statement or the Prospectus which is not so disclosed therein; (ix) The Company has the corporate power and authority to execute, deliver and comply with its obligations under this Agreement and to consummate the transactions provided for herein; and the Disclosure Packageexecution, delivery and performance by the Company of this Agreement have been duly authorized by all requisite corporate action on behalf of the Company, and such counsel shall confirm to you that this Agreement has been executed and delivered on behalf of the Company by a duly authorized officer of the Company. (x) If this Agreement were sued upon before a court of the State of Michigan or before any Federal court with diversity jurisdiction in the State of Michigan (a "Michigan Court") and assuming that the choice of the laws of the State of New York ("New York Law") as the law to govern the obligations of the parties to this Agreement is a valid choice of law under New York Law, it is such counsel's opinion that, in the context of a properly presented and argued case under current law, such Michigan Court should give effect to the parties' choice of law by applying the substantive laws of the State of New York (rather than the laws of Michigan) in construing and enforcing those provisions of this Agreement which call for the application of New York Law, except for (1) the remedy and enforcement provisions in this Agreement, to the extent that the remedy and enforcement provisions relate to property with its situs outside the State of New York, (2) such other matters as shall relate to property having its legal situs outside the State of New York and any matters relating to the perfection, the effect of perfection or nonperfection and the priority of security interests in collateral, (3) in rem rights and remedies under Michigan law, (4) in rem rights and remedies under this Agreement, (5) procedural matters, (6) revenue or penal laws, and (7) any application of New York Law that violates a fundamental policy of the State of Michigan. In that regard, the State of Michigan follows the rule set forth in 1 Restatement Conflict of Laws, 2d, Section 187, page 561, to the effect that the law chosen by the parties may not govern their contractual rights and duties if application of the law of the chosen state would be contrary to a fundamental policy of a state with a materially greater interest in the issue than the state chosen by the parties and which, under the rule of Section 188 of the Restatement, would have been the state of the applicable law absent an effective choice by the parties. Chrysler v. Skyline, 448 Mich 113 (1995). Nothing has come to such counsel's attention that would cause such counsel to believe that this Agreement, in its entirety, would result in a violation of any fundamental policy of the State of Michigan if the choice of law of the parties were given effect. However, if this Agreement were stated to be governed by and construed in accordance with the law of the State of Michigan, or if a Federal court or a Michigan court were to apply the law of the State of Michigan to this Agreement, this Agreement would constitute a valid and binding obligation of the Company and, except for the contribution and indemnification provisions hereof, as to which such counsel need not express any opinion, would be enforceable against the Company in accordance with its terms, except as otherwise limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors rights generally or by general principles of equity relating to the availability of remedies; (xi) The execution and delivery of this Agreement by the Company, and the Company's compliance with the terms of this Agreement (i) do not result in the creation or imposition of any Encumbrance upon any property or assets of the Company pursuant to the terms or provisions of, or constitute a breach of, or default under, any material contract or other material agreement included as an Exhibit to the Registration Statement, and (ii) do not violate (A) the Articles or Bylaws of the Company, (B) any laws which are known to such counsel to be applicable to the Company where such violation would reasonably be expected to have a material adverse effect on the validity, performance or enforceability of any of the terms of this Agreement applicable to the Company or relating to the rights and remedies of the Agent under this Agreement, or (C) based solely on the Certificate and the Inquiry, any of the Company's existing obligations under any judgment, decree or order of any arbitrator or Governmental Body naming the Company; no consent, approval, authorization or order of, or filing with, any Governmental Body is legally required for the execution, delivery and performance of this Agreement by the Company, except such as may be required under the Securities Act and the Rules and Regulations, such as may be required by the bylaws and rules of the NASD in connection with the purchase and distribution through the Agent of the Shares and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution through the Agent of the Shares; (xii) To such counsel's actual knowledge, the Company is not in any breach or violation of any of the terms or provisions of, or in default under (nor has an event occurred which with notice or lapse of time or both would constitute a default or acceleration under), the terms of its Articles or Bylaws, in each case as amended; (xiii) To such counsel's actual knowledge, the Company is not an "investment company" as such term is defined in the Investment Company Act. In addition, such counsel shall state that, such counsel has participated in the preparation of the Registration Statement and the Prospectus and nothing has come to such counsel's attention that causes such counsel to believe that the Registration Statement as of the Effective Date and as of the date of such opinion contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of the date thereof and as of the date of such opinion, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, there shall not have been any material adverse change in the condition light of the circumstances under which they were made, not misleading (it being understood that such counsel need not make any statement with respect to the financial statements, schedules and other financial data included in the Registration Statement or otherwisethe Prospectus). In rendering any such opinion, such counsel may (i) state that such counsel expresses no opinion as to the laws of any jurisdiction other than the laws of the State of Michigan and the Federal laws of the United States and expresses no opinion concerning the FD&C Act (as defined below) or in the earningsrelated rules and regulations or any intellectual property law and (ii) may rely, business affairs or business prospects as to matters of fact, on certificates of responsible officers of the Company and its Subsidiaries considered as one enterprise, whether or not arising public officials. References to the Registration Statement and the Prospectus in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package this paragraph (exclusive of f) shall include any amendment or supplement thereto) thereto at the effect date of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)such opinion. (g) The Company Agent shall have paid received an opinion, dated the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act andClosing Date, if applicablefrom Hogan & Hartson L.L.P, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the AgentWashington, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSED.C., and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and special FDA counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of C▇▇▇▇▇▇▇▇ Chance US LLPy, counsel for the Agent, at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇following effect: (i) The statements in the Prospectus under the captions "Risk Factors -- We are subject to extensive government regulation and could be adversely affected by those regulations" and "Business -- Government Regulation," insofar as such statements purport to summarize applicable provisions of the Federal Food, ▇▇▇ ▇▇▇▇Drug, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇and Cosmetic Act (the "FD&C Act") and the regulations promulgated thereunder, Attn: ▇▇▇▇▇ ▇are accurate summaries in all material respects of the provisions purported to be summarized under such captions in the Prospectus; and (ii) There are no FDA enforcement actions or proceedings pending or, to such counsel's knowledge, threatened, against the Company. ▇▇▇▇▇▇▇▇▇, on each In addition such date as provided in this Agreement.counsel shall s

Conditions to the Obligations of the Agent. (a) The obligations of the each Agent under this Agreement and to solicit offers to purchase any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership Issuer contained herein as of the Execution Time, each Representation Date, date hereof and as of each Applicable Timetime the Issuer gives a notice requesting any Agent to solicit offers as Agent, Settlement Date at and Time as of Deliveryeach acceptance of an offer by the Issuer and upon delivery of any Note to the purchaser (or its agent) pursuant to such offer, to the accuracy of the statements of the Issuer made in any certificates delivered pursuant to the provisions hereof as of the respective dates of such certificates, to the performance and observance by the Issuer of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (i) The Issuer shall have obtained all authorizations, consents and approvals of any court or governmental or other regulatory agency or body required in connection with the issuance and sale of the Notes and the performance of its obligations hereunder and under the Notes, the Notice of Appointment, the Supplemental Indenture and the Paying Agency Agreement. (ii) The Issuer shall have furnished to you an accurate certificate dated as of the date hereof, signed by the Chief Executive Officer or the Chief Financial Officer of the Issuer, in form and substance satisfactory to you, to the performance by effect that, to the Company and the Operating Partnership best of their obligations hereunder and (iii) the following additional conditionshis or her knowledge after reasonable inquiry: (a1) The Prospectus, the representations and any supplement thereto, required by Rule 424 warranties of the Issuer in this Agreement are true and correct in all material respects on and as of the date of the certificate and the Issuer has performed in all material respects all its obligations and satisfied all the conditions on its part to be filed with satisfied at or prior to the Commission have been filed date of the certificate; (2) since the date of the most recent financial statements included in the manner and within current Offering Memorandum, there has been no material adverse change, or to the time period required by Rule 424(b) with respect to knowledge of the Issuer any sale of Shares; each Interim Prospectus Supplement shall have been filed development involving a prospective material adverse change, in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Actfinancial condition, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness earnings, business or business prospects or properties of the Registration Statement Issuer and its subsidiaries, considered as a single enterprise, except as set forth in the Offering Memorandum; and (3) the Offering Memorandum (other than statements made therein in reliance upon and in conformity with information furnished to the Issuer in writing by any Agent specifically for use therein, as to which no representation shall be made) does not contain any untrue statement of a material fact or omit to state any notice objecting material fact necessary to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatenedmake the statements therein, in light of the circumstances under which they were made, not misleading. (bA) The Company and the Operating Partnership Issuer shall have requested and caused furnished to each Agent the Company Counselopinion of ▇▇▇▇▇▇▇▇, to furnish to the Agent▇▇▇▇▇▇, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for to the Issuer, substantially in the form of Exhibit C hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (B) The Issuer shall have furnished to each Agent the opinion of the Senior Vice President-Law and Administration or General Counsel of the Issuer substantially in the form of Exhibit D hereto, on every date specified which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (iv) Each Agent shall have received from Mellon Bank, N.A., as Trustee under the Indenture of Mortgage and the Supplemental Indenture, a certificate substantially in Section 4(mthe form of Exhibit E hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (v) of this Agreement, Each Agent shall have received from your counsel such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance proposed issue and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) Notes and other related matters as the Agent may reasonably require. (vi) KPMG Peat Marwick, and independent accountants for the Company and the Operating Partnership Issuer, shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP an executed copy of a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as form heretofore agreed to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (kvii) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership The Issuer shall have furnished to the each Agent such further information, certificates and documents as the any Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. . (viii) The documents required to be delivered by this Section 6 5 shall be delivered at at, or transmitted by telecopy (with an undertaking promptly to forward the office original copies thereof) to, the offices of Dilworth, Paxson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for the AgentIssuer, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 4:00 P.M., Philadelphia time, on the date hereof, and an original of each such date as provided in this Agreementdocument will be sent to you.

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

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

Conditions to the Obligations of the Agent. (a) The obligations of the each Agent under this Agreement and to solicit offers to purchase any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership Issuer contained herein as of the Execution Time, each Representation Date, date hereof and as of each Applicable Timetime the Issuer gives a notice requesting any Agent to solicit offers as Agent, Settlement Date at and Time as of Deliveryeach acceptance of an offer by the Issuer and upon delivery of any Note to the purchaser (or its agent) pursuant to such offer, to the accuracy of the statements of the Issuer made in any certificates delivered pursuant to the provisions hereof as of the respective dates of such certificates, to the performance and observance by the Issuer of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (i) The Issuer shall have obtained all authorizations, consents and approvals of any court or governmental or other regulatory agency or body required in connection with the issuance and sale of the Notes and the performance of its obligations hereunder and under the Notes, the Notice of Appointment, the Supplemental Indenture and the Paying Agency Agreement. (ii) The Issuer shall have furnished to you an accurate certificate dated as of the date thereof, signed by the Chief Executive Officer or the Chief Financial Officer of the Issuer, in form and substance satisfactory to you, to the performance by effect that, to the Company and the Operating Partnership best of their obligations hereunder and (iii) the following additional conditionshis or her knowledge after reasonable inquiry: (a1) The Prospectus, the representations and any supplement thereto, required by Rule 424 warranties of the Issuer in this Agreement are true and correct in all material respects on and as of the date of the certificate and the Issuer has performed in all material respects all its obligations and satisfied all the conditions on its part to be filed with satisfied at or prior to the Commission have been filed date of the certificate; (2) since the date of the most recent financial statements included in the manner and within current Offering Memorandum, there has been no material adverse change, or to the time period required by Rule 424(b) with respect to knowledge of the Issuer any sale of Shares; each Interim Prospectus Supplement shall have been filed development involving a prospective material adverse change, in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Actfinancial condition, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness earnings, business or business prospects or properties of the Registration Statement Issuer and its subsidiaries, considered as a single enterprise, except as set forth in the Offering Memorandum; and (3) the Offering Memorandum (other than statements made therein in reliance upon and in conformity with information furnished to the Issuer in writing by any Agent specifically for use therein, as to which no representation shall be made) does not contain any untrue statement of a material fact or omit to state any notice objecting material fact necessary to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatenedmake the statements therein, in light of the circumstances under which they were made, not misleading. (bA) The Company and the Operating Partnership Issuer shall have requested and caused furnished to each Agent the Company Counsel, to furnish to the Agent, on every date specified in Section 4(l) opinion of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from ▇▇▇▇▇▇▇▇ Chance US ▇▇▇▇▇▇ LLP, counsel for to the Issuer, substantially in the form of Exhibit C hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (B) The Issuer shall have furnished to each Agent and to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP the opinion of the Senior Vice President-Law and Administration or General Counsel of the Issuer substantially in the form of Exhibit D hereto, on every date specified which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (iv) Each Agent shall have received from Chase Manhattan Trust Company National Association, as Trustee under the Indenture of Mortgage and the Supplemental Indenture, a certificate substantially in Section 4(mthe form of Exhibit E hereto, which may be subject to any assumptions, qualifications and limitations that are reasonably acceptable to each Agent. (v) of this Agreement, Each Agent shall have received from your counsel such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance proposed issue and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) Notes and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (dvi) The Company and KPMG LLP, independent accountants for the Operating Partnership shall have furnished or caused to be furnished to the AgentIssuer, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent an executed copy of a letter in the form attached hereto as Exhibit F. (vii) The Issuer shall have furnished to each Agent such further information, certificates and documents as the any Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. . (viii) The documents required to be delivered by this Section 6 5 shall be delivered at at, or transmitted by telecopy (with an undertaking promptly to forward the office original copies thereof) to, the offices of ▇▇▇▇▇▇▇▇ Chance US ▇▇▇▇▇▇ LLP, counsel for the AgentIssuer, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 4:00 P.M., Philadelphia time, on the date thereof, and an original of each such document will be sent to you. (b) Each of the conditions precedent in clauses (i) through (viii) above shall be satisfied on each Settlement Date unless waived by the Agent or Agents appointed for the relevant Tranche, at the sole discretion of such Agent or Agents. Each of the items listed in clauses (ii), (iii) and (iv) above shall be dated the applicable Settlement Date. The items listed in clause (vi) shall be dated the applicable Settlement Date, if the Company shall have prepared updated quarterly or annual financial statements since the date as provided in this Agreementof the last such letter delivered to you.

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

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

Conditions to the Obligations of the Agent. The obligations of the Agent under this Agreement and any Terms Agreement to solicit offers to purchase the Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Operating Partnership contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Applicable TimeClosing Date, Settlement Date and Time to the accuracy of Deliverythe statements of the Company made in any certificates pursuant to the provisions hereof, (ii) to the performance by the Company and the Operating Partnership of their its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Operating Partnership shall have requested and caused the Company Counsel, to furnish furnished to the Agent, on every date specified in Section 4(l) Agent the opinion of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II, dated as of such date and addressed to the Agent. (c) The Agent shall have received from ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for the Agent, on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agent, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agent may reasonably require, and the Company and the Operating Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company and the Operating Partnership shall have furnished or caused to be furnished to the Agent, on every date specified in Section 4(k) of this Agreement, a certificate of the Company and the Operating Partnership, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company and the Operating Partnership in Section 2(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date, (ii) the Company and the Operating Partnership have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (e) On every date specified in Section 4(k) of this Agreement, the Agent shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Agent, together with signed or reproduced copies of such letter for each of the other Alternative Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agent, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (g) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) Between the Execution Time and the time of any sale of Shares through the Agent, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (j) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agent. (k) Prior to each Settlement Date and Time of Delivery, as applicable, the Company and the Operating Partnership shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ Chance US LLP, counsel for the Agent, at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇counsel for the Company, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇dated the Execution Time, on to the effect that: (i) each of the Company and Fleet National Bank (the "Bank") and any other subsidiary or subsidiaries which the Agent may reasonably request (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation or national association in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own its properties and conduct its business as described in the Prospectus; the Company is qualified to do business as a foreign corporation under the laws of the State of New York; except as stated above, none of the Company or the Bank is required to be qualified to do business as a foreign corporation under the laws of any other jurisdiction; and the Company is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; (ii) all the outstanding shares of capital stock of the Bank and such date Subsidiaries have been duly and validly authorized and issued and are fully paid and (except as provided in this Agreement.12 U.S.C.

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