Common use of Additional Representations Clause in Contracts

Additional Representations. Each of Holdings and the Borrower represents and warrants to the Incremental Term Loan Amendment Lenders that as of the Amendment Effective Date: (a) (i) the sum of the debt (including contingent liabilities) of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of Holdings and its Subsidiaries, on a consolidated basis, (ii) the capital of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability; (b) the Borrower will not (i) knowingly use the proceeds of the Incremental Term Loans, or otherwise make available such proceeds to any Person subject to economic sanctions administered or enforced by the United States Government (including without limitation, sanctions enforced by the United States Department of the Treasury’s Office of Foreign Assets Control) (“Sanctions”) for the purpose of funding the activities of any Person subject to Sanctions in a manner that would result in a violation by such Person of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant hereto)).

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) [Reserved]. (iii) To the Borrower will not (iactual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) knowingly use the proceeds of the Incremental Term LoansCode and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any hazard or mortgage insurance covering such a Mortgage Loan and the related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or otherwise make available such proceeds to any Person subject to economic sanctions administered or enforced by the United States Government (validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic Bank, as amended by the Assignment, Assumption and Recognition Agreement dated March 1, 2013 among RRAC, Sequoia, the Trustee and First Republic Bank (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant hereto))accepted practice.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to RRAC pursuant to the Borrower will not (i) knowingly use PHH Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the American Pacific Agreement, the Benchmark Agreement, the Franklin Agreement, the PrimeLending Agreement, the Shore Agreement, the S▇▇▇▇▇▇▇ Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan or, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Assignment, Assumption and Recognition Agreement dated March 29, 2012 among RRAC, Sequoia, the Trustee and First Republic Bank (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant hereto))accepted practice.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to RRAC pursuant to the Borrower will not (i) knowingly use PHH Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and FRB, as amended by the Assignment, Assumption and Recognition Agreement dated January 30, 2013 among RRAC, Sequoia, the Trustee and FRB (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; andaccepted practice. (cx) the Borrower is, both immediately before and after the Incremental Term As to each Mortgage Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates subject to the entering into and performance of this Amendment (including Huntington Agreement, there is no homestead or other exemption available to the incurrence of Mortgagor which would interfere with the Incremental Term Loans pursuant hereto))right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) [Reserved]. (iii) To the Borrower will not (iactual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) knowingly use the proceeds of the Incremental Term LoansCode and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any hazard or mortgage insurance covering such a Mortgage Loan and the related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or otherwise make available such proceeds to any Person subject to economic sanctions administered or enforced by the United States Government (validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic Bank, as amended by the Assignment, Assumption and Recognition Agreement dated March 21, 2013 among RRAC, Sequoia, the Trustee and First Republic Bank (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; andaccepted practice. (cx) the Borrower is, both immediately before and after the Incremental Term As to each Mortgage Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates subject to the entering into and performance of this Amendment (including Huntington Agreement, there is no homestead or other exemption available to the incurrence of Mortgagor which would interfere with the Incremental Term Loans pursuant hereto))right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) To the Borrower will not (iactual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) knowingly use the proceeds of the Incremental Term LoansCode and Treasury Regulation Section 1.860-2(a)(1). (iii) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (iv) As to each Mortgage Loan transferred to RRAC pursuant to [ ], no Mortgage Loan is subject to a lost note affidavit. (v) As to each Mortgage Loan, with respect to any hazard or mortgage insurance covering such a Mortgage Loan and the related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or otherwise make available such proceeds to any Person subject to economic sanctions administered or enforced by the United States Government (validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vi) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of [ ], between RRAC and [Originator Name], as amended by the Assignment, Assumption and Recognition Agreement dated [ ] among RRAC, Sequoia, the Trustee and [Originator Name] (the “[Originator Name] Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (vii) As to each Mortgage Loan subject to Sanctions the [Originator Name] Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (viii) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; andaccepted practice. (cix) the Borrower is, both immediately before and after the Incremental Term As to each Mortgage Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates subject to the entering into and performance of this Amendment (including Huntington Agreement, there is no homestead or other exemption available to the incurrence of Mortgagor which would interfere with the Incremental Term Loans pursuant hereto))right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower represents and warrants to the Incremental Term Loan Revolving Facility Amendment Lenders that as of the Amendment Effective Date: (a) (i) the sum of the debt (including contingent liabilities) of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of Holdings and its Subsidiaries, on a consolidated basis, (ii) the capital of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability; (b) the Borrower will not (i) knowingly use the proceeds of any borrowings under the Incremental Term LoansRevolving Facility Increase or the Refinancing Revolving Facility, or otherwise make available such proceeds to any Person subject to economic sanctions administered or enforced by the United States Government (including without limitation, sanctions enforced by the United States Department of the Treasury’s Office of Foreign Assets Control) (“Sanctions”) for the purpose of funding the activities of any Person subject to Sanctions in a manner that would result in a violation by such Person of applicable Sanctions, or (ii) use the proceeds of any borrowings incurred under the Incremental Term Loans Revolving Facility Increase or the Refinancing Revolving Facility for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Revolving Facility Increase Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant heretoRevolving Facility Increase)).

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to RRAC pursuant to the Borrower will not (i) knowingly use PHH Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic, as amended by the Assignment, Assumption and Recognition Agreement dated November 30, 2012 among RRAC, Sequoia, the Trustee and First Republic (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; andaccepted practice. (cx) the Borrower is, both immediately before and after the Incremental Term As to each Mortgage Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates subject to the entering into and performance of this Amendment (including Huntington Agreement, there is no homestead or other exemption available to the incurrence of Mortgagor which would interfere with the Incremental Term Loans pursuant hereto))right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to RRAC pursuant to the Borrower will not (i) knowingly use PHH Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic, as amended by the Assignment, Assumption and Recognition Agreement dated October 30, 2012 among RRAC, Sequoia, the Trustee and First Republic (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; andaccepted practice. (cx) the Borrower is, both immediately before and after the Incremental Term As to each Mortgage Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates subject to the entering into and performance of this Amendment (including Huntington Agreement, there is no homestead or other exemption available to the incurrence of Mortgagor which would interfere with the Incremental Term Loans pursuant hereto))right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to RRAC pursuant to the Borrower will not (i) knowingly use PHH Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic Bank, as amended by the Assignment, Assumption and Recognition Agreement dated May 23, 2013 among RRAC, Sequoia, the Trustee and First Republic Bank (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; andaccepted practice. (cx) the Borrower is, both immediately before and after the Incremental Term As to each Mortgage Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates subject to the entering into and performance of this Amendment (including Huntington Agreement, there is no homestead or other exemption available to the incurrence of Mortgagor which would interfere with the Incremental Term Loans pursuant hereto))right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) [Reserved]. (iii) To the Borrower will not (iactual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) knowingly use the proceeds of the Incremental Term LoansCode and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any hazard or mortgage insurance covering such a Mortgage Loan and the related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or otherwise make available such proceeds to any Person subject to economic sanctions administered or enforced by the United States Government (validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the TreasuryLease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s Office consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of Foreign Assets Controlthe Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (“Sanctions”C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a jurisdiction in which the use of leasehold estates for the purpose of funding the activities of any Person residential properties is an accepted practice. (viii) As to each Mortgage Loan subject to Sanctions in a manner that would result in a violation by such Person of applicable Sanctionsthe Huntington Agreement, there is no homestead or (ii) use the proceeds of the Incremental Term Loans for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates other exemption available to the entering into and performance of this Amendment (including Mortgagor which would interfere with the incurrence of right to sell the Incremental Term Loans pursuant hereto))Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to RRAC pursuant to the Borrower will not (i) knowingly use PHH Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic, as amended by the Assignment, Assumption and Recognition Agreement dated September 21, 2012 among RRAC, Sequoia, the Trustee and First Republic (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; andaccepted practice. (cx) the Borrower is, both immediately before and after the Incremental Term As to each Mortgage Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates subject to the entering into and performance of this Amendment (including Huntington Agreement, there is no homestead or other exemption available to the incurrence of Mortgagor which would interfere with the Incremental Term Loans pursuant hereto))right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to RRAC pursuant to the Borrower will not (i) knowingly use PHH Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic, as amended by the Assignment, Assumption and Recognition Agreement dated June 27, 2012 among RRAC, Sequoia, the Trustee and First Republic (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant hereto))accepted practice.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan relating to the Borrower will not (i) knowingly use PHH AAR or the proceeds WF AAR, the related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH AAR), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan relating to the STM AAR, the Sterling Agreement or the PrimeLending Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan relating to the PHH AAR, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the borrower’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan relating to the WF AAR or FRB AAR, no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part or the Originator, any correspondent or mortgage broker involved in the origination of such Mortgage Loan, the borrower, or any appraiser or other party involved in the origination of the Treasury’s Office of Foreign Assets Control) (“Sanctions”) for Mortgage Loan or in the purpose of funding the activities application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan relating to the WF AAR, no fees or expenses are or will become payable by the holder of the Mortgage to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the borrower. (ix) As to each Mortgage Loan relating to the STM AAR, the related Mortgage has been recorded and delivered to the Custodian with evidence of recording thereon, or if any such Mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded mortgage, a photocopy of such Mortgage certified by the Originator to be a true and complete copy of the original recorded Mortgage has been delivered to the Custodian. (x) As to each Mortgage Loan relating to the STM AAR and the WF AAR, the related borrower has not been the subject of a bankruptcy proceeding in the seven years prior to Sanctions origination of the Mortgage Loan, and no borrower previously owned a Mortgaged Property in the seven years prior to origination that was the subject of a foreclosure during the time the borrower was the owner of record. (xi) As to each Mortgage Loan relating to the PHH AAR, the FRB AAR, the STM AAR, the Sterling AAR and the PrimeLending Agreement that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant hereto))accepted practice.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Sequoia that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to RRAC pursuant to the Borrower will not (i) knowingly use PHH Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to RRAC pursuant to the PrimeLending Agreement, the Sterling Agreement or the Wintrust Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan subject to the Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between RRAC and First Republic, as amended by the Assignment, Assumption and Recognition Agreement dated January 15, 2013 among RRAC, Sequoia, the Trustee and First Republic (the “FRB Agreement”), no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan subject to Sanctions the FRB Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; andaccepted practice. (cx) the Borrower is, both immediately before and after the Incremental Term As to each Mortgage Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates subject to the entering into and performance of this Amendment (including Huntington Agreement, there is no homestead or other exemption available to the incurrence of Mortgagor which would interfere with the Incremental Term Loans pursuant hereto))right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose on the Mortgage.

Additional Representations. Each of Holdings and the Borrower RRAC represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, S▇▇▇▇▇▇ that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan relating to the Borrower will not (i) knowingly use PHH AAR or the proceeds WF AAR, the related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the PHH AAR), one or more leases or occupancy agreements. (iii) To the actual knowledge of RRAC, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan relating to the STM AAR, the Sterling Agreement or the PrimeLending Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan relating to the PHH AAR, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and RRAC has no knowledge of the borrower’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan relating to the WF AAR or FRB AAR, no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part or the Originator, any correspondent or mortgage broker involved in the origination of such Mortgage Loan, the borrower, or any appraiser or other party involved in the origination of the Treasury’s Office of Foreign Assets Control) (“Sanctions”) for Mortgage Loan or in the purpose of funding the activities application of any Person insurance in relation to such Mortgage Loan. (viii) As to each Mortgage Loan relating to the WF AAR, no fees or expenses are or will become payable by the holder of the Mortgage to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the borrower. (ix) As to each Mortgage Loan relating to the STM AAR, the related Mortgage has been recorded and delivered to the Custodian with evidence of recording thereon, or if any such Mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded mortgage, a photocopy of such Mortgage certified by the Originator to be a true and complete copy of the original recorded Mortgage has been delivered to the Custodian. (x) As to each Mortgage Loan relating to the STM AAR and the WF AAR, the related borrower has not been the subject of a bankruptcy proceeding in the seven years prior to Sanctions origination of the Mortgage Loan, and no borrower previously owned a Mortgaged Property in the seven years prior to origination that was the subject of a foreclosure during the time the borrower was the owner of record. (xi) As to each Mortgage Loan relating to the PHH AAR, the FRB AAR, the STM AAR, the Sterling AAR and the PrimeLending Agreement that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant hereto))accepted practice.

Additional Representations. Each of Holdings and the Borrower Seller represents and warrants to the Incremental Term Loan Amendment Lenders that to, and agrees with, Depositor that, as of the Amendment Effective Closing Date: (a) (i) As to each Mortgage Loan, the sum lien of the debt (including contingent liabilities) Mortgage is free and clear of Holdingsall adverse claims, liens and encumbrances having priority over the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value first lien of the present assets Mortgage subject only to (1) the lien of Holdings non-delinquent current real property taxes and its Subsidiaries, on a consolidated basisassessments not yet due and payable, (ii2) the capital covenants, conditions and restrictions, rights of Holdingsway, the Borrower easements and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all other matters of the facts and circumstances existing public record as of the date hereofof recording which are acceptable to mortgage lending institutions generally and which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, represents enjoyment, value or marketability of the amount that can reasonably be expected to become an actual or matured liability;related Mortgaged Property. (bii) As to each Mortgage Loan transferred to Seller pursuant to the Borrower will not (i) knowingly use [________] Agreement, the proceeds related Mortgaged Property is located in the U.S. or a territory of the Incremental Term LoansU.S. and consists of a one- to four-unit residential property, which may include, but is not limited to, a single-family dwelling, townhouse, condominium unit, or otherwise make available such proceeds unit in a planned unit development or, in the case of a Cooperative Loan (as defined in the [________] Agreement), one or more leases or occupancy agreements. (iii) To the actual knowledge of Seller, each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860-2(a)(1). (iv) As of the Closing Date, the most recent FICO score listed on the Mortgage Loan Schedule was no more than four months old. (v) As to each Mortgage Loan transferred to Seller pursuant to the [________] Agreement, the [________] Agreement or the [________] Agreement, no Mortgage Loan is subject to a lost note affidavit. (vi) As to each Mortgage Loan transferred to Seller pursuant to the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement or the [________] Agreement, with respect to any Person subject to economic sanctions administered hazard or enforced by mortgage insurance covering such a Mortgage Loan and the United States Government (related Mortgaged Property, the Originator has not engaged in, and Seller has no knowledge of the Mortgagor’s having engaged in any act or omission that would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect of either, including without limitation, sanctions enforced no unlawful fee, commission, kickback, or other unlawful compensation or value of any kind as has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the United States Department Originator. (vii) As to each Mortgage Loan transferred to Seller pursuant to the [________] Agreement, no fraud or material error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Treasury’s Office Originator, any correspondent or mortgage broker involved in the origination of Foreign Assets Control) (“Sanctions”) for such Mortgage Loan, the purpose Mortgagor, or any appraiser or other party involved in the origination of funding the activities Mortgage Loan or in the application of any Person subject insurance in relation to Sanctions such Mortgage Loan. (viii) As to each Mortgage Loan transferred to Seller pursuant to the [________] Agreement, the servicing of such Mortgage Loan prior to the Closing Date complied in all material respects with all then-applicable federal, state and local laws. (ix) As to each Mortgage Loan transferred to Seller pursuant to the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement, the [________] Agreement or the [________] Agreement that is secured by a long-term residential lease (a “Lease”): (A) The terms of the Lease expressly permit the mortgaging of the leasehold estate, the assignment of the Lease without the lessor’s consent (or the lessor’s consent has been obtained and is in the Mortgage File), and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection. (B) The terms of the Lease do not allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice, and opportunity to cure, such default or prohibit the holder of the Mortgage from being insured under the hazard insurance policy related to the Mortgaged Property. (C) The original term of the Lease is not less than 15 years and the Lease does not terminate by its terms prior to at least five years from the maturity date of the Mortgage Loan. (D) The Mortgaged Property is located in a manner that would result jurisdiction in a violation by such Person which the use of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans leasehold estates for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in residential properties is an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and (c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the Credit Agreement (solely as it relates to the entering into and performance of this Amendment (including the incurrence of the Incremental Term Loans pursuant hereto))accepted practice.