Common use of REPRESENTATIONS AND WARRANTIES OF THE SELLERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution The representations and warranties of the applicable Terms Agreement, each Seller severally represents Sellers contained in Section 2.04 of the Pooling and warrants to each Underwriter Servicing Agreement and the corresponding sections of any Assignment are true on and as of the date hereof and/or the date set forth in the Pooling and Servicing Agreement, as applicable. Each Seller also represents and warrants to the Trust as of the Closing Date (unless otherwise specified) as followsdate hereof that: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance of this Series Supplement by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the part Certificate of Incorporation or By-Laws of such Seller. Neither the execution , do not and delivery by such Seller of such instrumentswill not conflict with, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the provisions best of such Seller’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the Articles of Incorporation or By-laws valid, binding and enforceable obligation of such Seller, or (ii) conflict with any of except as the provisions of any lawsame may be limited by receivership, governmental ruleinsolvency, regulationreorganization, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract moratorium or other instrument laws relating to which such Seller is a party the enforcement of creditors’ rights generally or by which it is bound, or general equity principles. (ivb) result The Pooling and Servicing Agreement creates a valid and enforceable security interest (as defined in the creation applicable UCC) which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from Seller, except as the same may be limited by receivership, insolvency, reorganization, moratorium or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant other laws relating to the terms enforcement of any such indenture, mortgage, contract creditors’ rights generally or other instrumentby general equity principles. (c) Such Seller has duly executed and delivered this Agreement and The Receivables constitute “accounts” within the meaning of Article 9 of the applicable Terms AgreementUCC. (d) Such Each Seller has authorized the conveyance caused or will have caused, within ten days of the date of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest (as defined in the applicable UCC) in the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral conveyed to the Company Trustee under the applicable Receivables Purchase Pooling and Servicing Agreement. (e) The Bank has delivered Other than the sale, transfer, assignment and conveyance of the Receivables to the Representatives complete Trust and correct copies the grant of publicly available portions a security interest therein pursuant to the Pooling and Servicing Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005Receivables. (f) Each The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables, other than any financing statement (i) relating to the interest of the Trust in the Receivables under the Pooling and Servicing Agreement or (ii) that has been terminated. (g) The Seller is not aware of any judgment or tax lien filings against it. The representations and warranties set forth in this Section 3 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Sellers. None of (i) compliance with the representations and warranties set forth in this Section 3, (ii) compliance with the representations and warranties set forth in Sections 2.04(d) and (e) of the Pooling and Servicing Agreement or (in the case of the Bankiii) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection compliance with the transfer provisions of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance Section 13.02 of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in can be waived by the case Trustee without the prior written consent of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsStandard & Poor’s.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution The representations and warranties of the applicable Terms Agreement, each Seller severally represents Sellers contained in Section 2.04 of the Pooling and warrants to each Underwriter Servicing Agreement and the corresponding sections of any Assignment are true on and as of the date hereof and/or the date set forth in the Pooling and Servicing Agreement, as applicable. Each Seller also represents and warrants to the Trust as of the Closing Date (unless otherwise specified) as followsdate hereof that: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance of this Series Supplement by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the part Certificate of Incorporation or By-Laws of such Seller. Neither the execution , do not and delivery by such Seller of such instrumentswill not conflict with, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the provisions best of such Seller's knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the Articles of Incorporation or By-laws valid, binding and enforceable obligation of such Seller, or (ii) conflict with any of except as the provisions of any lawsame may be limited by receivership, governmental ruleinsolvency, regulationreorganization, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract moratorium or other instrument laws relating to which such Seller is a party the enforcement of creditors' rights generally or by which it is bound, or general equity principles. (ivb) result The Pooling and Servicing Agreement creates a valid and enforceable security interest (as defined in the creation applicable UCC) which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from Seller, except as the same may be limited by receivership, insolvency, reorganization, moratorium or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant other laws relating to the terms enforcement of any such indenture, mortgage, contract creditors' rights generally or other instrumentby general equity principles. (c) Such Seller has duly executed and delivered this Agreement and The Receivables constitute "accounts" within the meaning of Article 9 of the applicable Terms AgreementUCC. (d) Such Each Seller has authorized the conveyance caused or will have caused, within ten days of the date of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest (as defined in the applicable UCC) in the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral conveyed to the Company Trustee under the applicable Receivables Purchase Pooling and Servicing Agreement. (e) The Bank has delivered Other than the sale, transfer, assignment and conveyance of the Receivables to the Representatives complete Trust and correct copies the grant of publicly available portions a security interest therein pursuant to the Pooling and Servicing Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005Receivables. (f) Each The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables, other than any financing statement (i) relating to the interest of the Trust in the Receivables under the Pooling and Servicing Agreement or (ii) that has been terminated. (g) The Seller is not aware of any judgment or tax lien filings against it. The representations and warranties set forth in this Section 3 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Sellers. None of (i) compliance with the representations and warranties set forth in this Section 3, (ii) compliance with the representations and warranties set forth in Sections 2.04(d) and (e) of the Pooling and Servicing Agreement or (in the case of the Bankiii) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection compliance with the transfer provisions of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance Section 13.02 of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in can be waived by the case Trustee without the prior written consent of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsStandard & Poor's.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 20052004, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 20052004. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 20052004, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 20052004. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms AgreementEach Seller, each Seller severally jointly and severally, hereby represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) Buyers as follows: (ai) Such Seller has been Teekay Corp is a corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth Republic of Virginia or the federal ▇▇▇▇▇▇▇▇ Islands and (ii) Teekay Holdings and Teekay Shipping are corporations duly organized, validly existing and in good standing under the laws of the United States, as the case may be. Such Seller has, in Bermuda. (b) The Sellers have all material respects, full requisite power and authority to own its properties execute and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase this Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementto carry out their obligations hereunder, and to consummate the transactions contemplated hereby. The Sellers have obtained all necessary corporate approvals for the execution and delivery of this Agreement, the performance of their obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Seller and (assuming due authorization, execution and delivery by each Buyer) constitutes each Seller’s legal, valid and binding obligation, enforceable against each Seller in accordance with its terms. (c) The Securities have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the applicable Receivables Purchase AgreementSeller, the Pooling free and Servicing Agreement clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (in the case of the Bank“Encumbrances”), this Agreement and except for those Encumbrances existing under the applicable Terms AgreementEquity Margin Loan, and is duly qualified to do business and is in good standing (which Encumbrances will be removed at or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect prior to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals Closing. (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate Teekay Shipping is the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case sole owner of the Bank)Assigned Interests, this Agreement free and clear of any and all Encumbrances and the applicable Terms AgreementAssigned Interests have not been previously assigned to any other party. (be) The Assets represent all of the equity and debt interests of the Partnership and the GP and their respective subsidiaries directly or indirectly owned by the Sellers and their respective affiliates. (f) The execution, delivery and performance by such each Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Assets pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which any Seller is a party or is subject or by which the Assets are bound. (g) Each Seller (i) is experienced, sophisticated and knowledgeable in trading in assets of a similar nature, so as to be aware of the risks and uncertainties inherent in transactions of the type contemplated by this Agreement, including the applicable Terms Agreementdisadvantage of selling the Assets without knowledge of any confidential information the Buyers possess, the applicable Receivables Purchase and notwithstanding such informational disparity, each Seller has deemed it appropriate to enter into this Agreement and to consummate the Pooling and Servicing Agreement transactions set forth herein; (in ii) is able to bear the case economic risks associated with the sale of the Bank)Assets; (iii) by reason of its business or financial experience or its own independent investigation, is capable of evaluating the merits and risks of the sale of the Assets and of protecting its own interest in connection with the sale of the Assets; (iv) has independently and without reliance upon the Buyers and based on such information as it deemed appropriate, investigated the current business and financial condition of the Partnership and the circumstances surrounding the transactions contemplated by this Agreement; and (v) has independently, without reliance upon the Buyers and based on such information as it deemed appropriate, made its own analysis and decision to sell the Assets. Each Seller agrees that none of the Buyers nor any of their respective affiliates shall have any liability to the Sellers or their affiliates in connection with the Buyers’ use or non-disclosure of any confidential information known to the Buyers and not known to the Sellers as a result of the transactions set forth herein, and each Seller hereby irrevocably waives any claim that it might have based on the failure of any Buyer to disclose such information. (h) No governmental, administrative or other third party consents or approvals are required by or with respect to any Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will hereby. (i) conflict with There are no actions, suits, claims, investigations or result in a breach of any of other legal proceedings pending or, to the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws knowledge of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party threatened against or by which it is boundany Seller that challenge or seek to prevent, enjoin or (iv) result in otherwise delay the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered transactions contemplated by this Agreement and the applicable Terms Agreement. (dj) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such SellerNo broker, finder or investment banker is entitled to any brokerage, finder’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now fee or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required commission in connection with the transfer transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing DateSellers. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution Each of the applicable Terms AgreementSellers, each Seller severally and not jointly, represents and warrants to each Underwriter the Buyer that, as of the date hereof and as of the Closing Date (unless otherwise specified) as followsDate: (a) Such such Seller has been is duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing (as applicable) under the laws of the Commonwealth of Virginia or jurisdiction that governs it, and has the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct carry on its business as described in the Prospectus, now conducted and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and own its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement.assets; (b) The execution, delivery and performance by such Seller of has full power and authority to enter into this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument.; (c) Such Seller this Agreement has been duly and validly executed and delivered this Agreement by such Seller and, assuming the due execution and delivery thereof by the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31Buyer, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes is a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the as such enforceability thereof may be subject to limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or and other similar laws now or hereafter in effect relating to creditors’ rights in general and affecting the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller generally and to by general principles of equity. All approvals; and (d) the execution and delivery of this Agreement by such Seller and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the organizational or trust documents of such Seller; or (ii) require any consent, authorizationsapproval, consents, orders order or authorization of or other actions of action by any court, governmental administrative agency or body commission or official other governmental authority or instrumentality, domestic or foreign (except each a “Governmental Entity”) or any registration, qualification, declaration or filing (other than any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of, or with respect to, such Seller, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the securities laws foregoing which such Seller may be required to obtain, give or make as a result of the specific legal or regulatory status of the Buyer or any of its affiliates or as a result of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant other facts that specifically relate to the applicable Receivables Purchase Agreement, have been Buyer or will be taken or obtained on or before the Closing Dateany of its affiliates. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms AgreementEach Seller, each Seller severally and not jointly, represents and warrants to each Underwriter as of and the date hereof and as of the Closing Date (unless otherwise specified) as followsCompany that: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws lawful owner of the Commonwealth Shares to be sold by such Seller pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares, free of Virginia or the federal laws of the United Statesall restrictions on transfer, as the case may be. liens, encumbrances, security interests, equities and claims whatsoever. (b) Such Seller has, in all material respectsand on the Closing Date will have, full legal right, power and authority to own its properties and conduct its business as described in the Prospectusauthority, and all authorizations and approvals required by law, to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), enter into this Agreement and the applicable Terms Agreement, and to consummate sell, assign, transfer and deliver the transactions contemplated Shares to be sold by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (such Seller in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementmanner provided herein. (bc) This Agreement has been duly authorized, executed and delivered by or on behalf of such Seller. (d) [intentionally omitted]. (e) [intentionally omitted]. (f) Upon delivery of and payment for the Shares to be sold by such Seller pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (g) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, compliance by such Seller with all the applicable Receivables Purchase Agreement provisions hereof and the Pooling and Servicing Agreement (in the case of the Bank), thereof and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller securities or Blue Sky laws of the transactions herein or therein contemplatedvarious states), nor the compliance by such Seller with the provisions hereof or thereof, will (iii) conflict with or result in constitute a breach of any of the material terms and or provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws organizational documents of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, loan agreement, mortgage, agreement, contract lease or other material agreement or instrument to which such Seller is a party or by which it such Seller or any property of such Seller is bound, bound or (iviii) result in the creation violate or imposition conflict with any applicable law or any rule, regulation, judgment, order or decree of any lien, charge court or encumbrance upon any governmental body or agency having jurisdiction over such Seller or any property of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations information in the Registration Statement or the Prospectus under the caption "Selling Shareholders", "Plan of Distribution" and warranties "Underwriting" which specifically relates to such Seller does not, and will not on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) At any time during the period described in Section 5(d), if there is any change in the information referred to in Section 7(h), such Seller will immediately notify you of such change. (j) Each certificate signed by or on behalf of such Seller in and delivered to the Pooling Underwriters or counsel for the Underwriters shall be deemed to be a representation and Servicing Agreement (in warranty by such Seller to the case of Underwriters as to the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsmatters covered thereby.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon The Sellers hereby jointly and severally represent and warrant to the execution of the applicable Terms AgreementPurchaser, each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) hereof, as follows: (a) Such Seller has been Each of the Sellers that is not a natural person is duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth its jurisdiction of Virginia or the federal laws organization, and each of the United StatesSellers has the power, as the case may be. Such Seller has, in all material respects, full power authority and authority capacity to own its properties execute and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase this Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement by each Seller and the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case consummation by each Seller of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals transactions contemplated hereby (i) do not require the Sellers to obtain any consent, approval, authorization, order, registration or qualification of or (except for filings pursuant to Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) make any filing with any Governmental Authority (as defined below); and (ii) except as would not have a material adverse effect on such the ability of each Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and on the applicable Terms Agreement. (b) The execution, delivery and performance by such terms set forth herein or on the ability of each Seller of to perform its obligations under this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement do not and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with not constitute or result in a breach breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any of the material terms and provisions ofcourt, administrative or constitute regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body (each, a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, “Governmental Authority”) applicable to each Seller or (iiB) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentagreements binding upon each Seller. (c) Such Seller This Agreement has been duly executed and delivered this Agreement by each Seller and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such each Seller, enforceable against such each Seller in accordance with its terms, except to the extent that the as such enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorship, moratorium or fraudulent conveyance and other similar laws now or hereafter in effect relating to of general application affecting enforcement of creditors’ rights in generally and by general principles of equity. Each Seller has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in transactions contemplated hereby. (d) The Sellers together are the event sole owner of the insolvencySeller Shares. No person or entity has any beneficial ownership of the Seller Shares other than the Sellers. Each Seller has good and valid title to the Seller Shares, liquidation or reorganization free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, assessment, option, proxy, agreement to vote, equitable or other similar occurrence adverse claim (collectively, “Liens”) other than Liens existing under applicable securities laws (collectively, “Permitted Liens”), and each Seller has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of the Seller Shares or its ownership rights in such Seller Shares or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Seller Shares. There are no contracts, commitments, agreements, understandings or in the event arrangements of any moratorium kind (contingent or similar occurrence affecting such Seller and to general principles of equity. All approvalsotherwise) relating to, authorizationsor granting rights in connection with, consentsthe issuance, orders sale, transfer or other actions ownership of any courtof the Seller Shares, governmental agency other than as contemplated by this Agreement and the Settlement Agreement. The delivery of the Seller Shares to the Purchaser pursuant to this Agreement will transfer and convey good, valid and marketable title thereto to the Purchaser, free and clear of all Liens other than Permitted Liens. (e) Without limiting the representations and warranties of the Purchaser in Article III, each Seller has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the transactions contemplated by this Agreement and of making an informed investment decision. In entering into this Agreement, the Sellers have consulted with their own advisors and have relied solely upon their own investigation and analysis, without relying upon the Purchaser except to the extent specified in this Agreement. (f) Each Seller acknowledges and confirms that it is aware that the Purchaser is not making any representation or body or official (except warranty to the Sellers whatsoever with respect to the securities laws of any foreign jurisdiction business, condition (financial or the state securities or Blue Sky laws of various jurisdictionsotherwise), required in connection with the transfer properties, prospects, creditworthiness, status or affairs of the Receivables pursuant Purchaser, or with respect to the applicable Receivables Purchase Agreementvalue of the Seller Shares. Each Seller acknowledges and confirms that it is aware that the closing sale price of the shares of common stock of the Company (the “Stock Price”) has fluctuated since the Sellers acquired the Shares and is likely to continue to fluctuate after the date hereof, have been or will be taken or obtained on or before including possible material increases to the Closing DateStock Price. (g) The Master Trust is not nowOther than the Seller Shares, and following the issuance none of the Collateral Certificate, Sellers nor any of their affiliates will not be, required to be registered under beneficially own any shares of capital stock of the Investment Company Act of 1940, as amended (Purchaser at the “1940 Act”)Effective Time. (h) The Each Seller is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws. (i) Except for the representations and warranties of such Seller contained in the Pooling and Servicing Agreement (in the case this Agreement, none of the Bank) and Sellers nor any other person on behalf of any of the applicable Receivables Purchase Agreement are true and correct in all material respectsSellers makes any other express or implied representation or warranty with respect to any of the Sellers.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon The Sellers hereby represent and warrant to the execution of the applicable Terms Agreement, each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) Allottee as follows: (ai) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except The Owners have marketable title with respect to the securities laws Said Premises is mentioned in Schedule-I hereto. The Owners have absolute, actual, physical and legal possession of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or Said Premises for the Project; (ii) would have a material adverse effect on such Seller’s ability The Promoter has lawful rights and requisite approvals from the competent Authorities to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case carry out development of the Bank), this Agreement and the applicable Terms Agreement.Project; (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of There are no encumbrances upon the provisions of any material indenture, mortgage, agreement, contract Said Premises or other instrument to which such Seller is a party or the Project created by which it is bound, or the Sellers; (iv) result in the creation There are no litigations pending before any Court of law or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except Authority with respect to the securities laws of any foreign jurisdiction Said Premises, Project or the state securities said Flat; (v) All approvals, licenses and permits issued by the KMC with respect to the Project, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and the said Flat are valid and subsisting and have been obtained by following due process of law. Further, the Sellers have been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, ▇▇▇▇ ▇▇▇▇▇▇▇▇, Building and the said Flat and Common Areas; (vi) The Sellers have the right to enter into this Agreement and have not committed or Blue Sky laws of various jurisdictions), required in connection with omitted to perform any act or thing whereby the transfer right of the Receivables pursuant to the applicable Receivables Purchase AgreementAllottee created herein, have been or will may prejudicially be taken or obtained on or before the Closing Dateaffected. (gvii) The Master Trust Sellers have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the Said Premises including the Project and the Said Premises which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Sellers confirm that the Sellers are not restricted in any manner whatsoever from selling the said Flat to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter/Owners shall hand over lawful, vacant, peaceful, physical possession of the said Flat to the Allottee and the Common Areas to the Association of Allottee; (x) The said Flat is not nowthe subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and following claim over the issuance said Flat; (xi) The Sellers have duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the Said Premises to the KMC till the Occupancy/Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the Collateral Certificate, will not be, required to be registered under said Flat) has been received by or served upon the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller Sellers in the Pooling and Servicing Agreement (in the case respect of the Bank) and Said Premises and/or the applicable Receivables Purchase Agreement are true and correct in all material respectsProject.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms AgreementEach Seller, each Seller severally and not jointly, represents and warrants to each Underwriter the Purchaser as of the date hereof and as of the Closing Date (unless otherwise specified) as followsEffective Time that: (a) Such Seller Each of the Sellers identified in Annex A attached hereto has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing established under the laws of the Commonwealth States of Virginia or California (with respect to the federal Garen Family Trust, dated February 18, 1986 and the Garen Family Foundation dated October 15, 1996) and Delaware (with respect to the Garen Dynasty Trust, dated October 1, 1998) and is a validly existing trust under the laws of their respective States of organization, authorized to own and dispose of its assets. Annex A identifies the United States, individual or individuals who are trustees of each of the Sellers which is identified in Annex A attached hereto (the individual or individuals who are the trustee or trustees of any Seller identified in Annex A attached hereto being hereinafter referred to with respect to such Seller as the case may be“Trustee”). Such Seller has, Each Trustee of each of the Sellers identified in all material respects, Annex A attached hereto has full power and authority on behalf of such Seller to own its properties execute and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementhereby. (b) The executionexecution and delivery of this Agreement and any other documents or instruments required to be executed or delivered pursuant to the terms of this Agreement by each of the Sellers, delivery and the performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case each of the Bank)Sellers of their respective obligations hereunder and thereunder, and the consummation by each such Seller of the transactions contemplated hereby and, as applicable, thereby, are within each such Seller’s trust powers and thereby have been duly authorized by all necessary corporate requisite action on the part of each such Seller. Neither the This Agreement has been duly and validly executed and delivered by such Seller, and, assuming due authorization, execution and delivery by such Seller of such instruments, nor the performance by such Seller each of the transactions herein or therein contemplatedother parties hereto, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, moratorium or other and similar laws now or hereafter in effect of general applicability relating to or affecting creditors’ rights in and to general equity principles. Such Seller has full power and authority pursuant to the terms of the respective trusts to enter into this Agreement and consummate the transactions contemplated hereby. (c) Each Seller (i) is the sole record and beneficial owner of the Shares set forth opposite such Seller’s name on Annex A attached hereto, (ii) has valid and unencumbered title to such Shares, free and clear of any liens, security interests, charges, encumbrances, adverse claims, rights and other restrictions of any nature (“Liens”), other than those imposed by applicable federal and state securities laws and the rights of creditors of state banking corporations or federal savings banksrestrictive legend appearing on the certificates for the Sellers’ Shares, as applicableand (iii) has full legal right to sell, as transfer and convey such laws would apply in the event Shares. Upon transfer of the insolvencyShares to the Purchaser in accordance with this Agreement, liquidation or reorganization or the Purchaser will acquire good title to the Shares free and clear of all Liens other similar occurrence than those imposed by applicable federal and state securities laws. (d) The execution, delivery and performance of this Agreement by each Seller and the consummation by such Seller of the transactions contemplated by this Agreement do not and will not: (i) with respect to each of the Sellers identified in Annex A attached hereto, conflict with or result in a breach of any provision of the trust instrument governing such trust, (ii) conflict with or result in a violation of any judgment, order or law applicable to such Seller, (iii) conflict with, or result in a violation or breach of, or default under, any material contract or agreement or instrument in respect of indebtedness to which such Seller is a party or by which any of such Seller’s properties or assets is bound or (iv) require any consent or registration, declaration or filing with, notice to, or permit from, any governmental entity, except, in the case of clauses (ii) and (iv) above, any such items that, individually or in the event of any moratorium or similar occurrence affecting such Seller and aggregate, would not be expected to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except be materially adverse with respect to the securities laws ability of such Seller to timely perform any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required its obligations hereunder in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Dateany material respect. (ge) The Master Trust is not nowNo person has or will have, and following the issuance as a result of the Collateral Certificatetransactions contemplated hereby, will not beany right, required interest or valid claim against or upon the Purchaser for any commission, fee, or other compensation as a finder, broker or agent because of any act or omission by any Seller; and each Seller agrees to be registered under indemnify and hold the Investment Company Act of 1940Purchaser harmless against any such commissions, as amended (the “1940 Act”)fees or other compensation. (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon Except as disclosed in the execution of schedules attached hereto, the applicable Terms Agreement, each Seller Sellers jointly and severally represents represent and warrants warrant to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) Buyer as follows: Section 2.1 Organization of the Sellers and the Acquired Companies; Authority. (a) Such Seller has been Each of the Sellers is a corporation duly organized and is incorporated, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth State of Virginia or Delaware and has all the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full requisite corporate power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase enter into this Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Each Acquired Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization and has all the requisite corporate power and authority to carry on its business as now being conducted and to own, operate and lease the properties and assets owned, operated and leased by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case it. Each of the Bank), this Agreement and the applicable Terms Agreement, and Acquired Companies is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which the nature of its business requires it to be so qualified, except to the extent the failure to so qualify would not, either individually or obtain such licenses and approvals (i) would in the aggregate, have a material adverse effect on such Seller and its subsidiaries, taken Material Adverse Effect (as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bankhereinafter defined), this Agreement and the applicable Terms Agreement. (b) The execution, execution and delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, performance by the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case Sellers of the Bank), their obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate action on the part of such Sellerthe Sellers. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller This Agreement has been duly executed and delivered by the Sellers and assuming the due authorization, execution and delivery of this Agreement and by the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31Buyer, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase this Agreement constitutes a legal, valid and binding obligation of such Sellerthe Sellers, enforceable against such Seller the Sellers in accordance with its terms, except to the extent that the as such enforceability thereof may be subject to limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence laws affecting such Seller and to creditors' rights generally or by general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Dateequitable principles. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants warrants, as to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) itself, as follows: (a) Such Seller has been is a corporation duly organized and is incorporated, validly existing as a Virginia banking corporation or a federal savings bankand in good standing, as with respect to Ferro Corporation, under the case may belaws of Ohio, and, with respect to Ferro Electronic, under the laws of Delaware, in good standing each case under the laws of the Commonwealth of Virginia or the federal laws of the United States, applicable jurisdiction set forth in Exhibit F hereto (as the case such Exhibit F may be. Such Seller has, in all material respects, full power and authority be amended from time to own its properties and conduct its business as described in the Prospectus, and time pursuant to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the BankSection 5.01(b), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, ) and is duly qualified to do business business, and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions)standing, in each every jurisdiction in which where the nature of its business requires it to be so qualified, unless the failure to so qualify or obtain such licenses and approvals (i) would not have a material adverse effect on such Seller and its subsidiaries(i) the interests of the Purchaser hereunder, taken as a whole(ii) the collectibility of the Transferred Receivables, or (iiiii) would have a material adverse effect on such Seller’s the ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and Seller or the applicable Terms AgreementCollection Agent to perform their respective obligations hereunder. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling other documents to be delivered by it hereunder, including such Seller’s Seller’s sale and Servicing Agreement (in the case contribution of Receivables hereunder and such Seller’s Seller’s use of the Bank)proceeds of Purchases, and the consummation of the transactions contemplated hereby and thereby (i) are within such Seller’s Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) such Seller’s Seller’s charter or by-laws, (2) any law, rule or regulation applicable to such Seller, (3) any contractual restriction binding on or affecting such Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller or its property, and (iv) do not result in or require the part creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the transfer of such Seller’s Seller’s interest in the Transferred Receivables pursuant to this Agreement). Neither the execution This Agreement has been duly executed and delivery delivered by such Seller of such instrumentsSeller. (c) No authorization or approval or other action by, nor and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreementor any other document to be delivered by it hereunder. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase This Agreement constitutes a the legal, valid and binding obligation of such Seller, Seller enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (ge) The Master Trust is not nowSales and contributions made pursuant to this Agreement will constitute a valid sale, transfer, and following the issuance assignment of the Collateral CertificateTransferred Receivables to Purchaser, will not beenforceable against creditors of, required to be registered under the Investment Company Act of 1940and purchasers from, as amended (the “1940 Act”)such Seller. Such Seller shall have no remaining property interest in any Transferred Receivable. (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution Each of the applicable Terms AgreementSellers, each Seller severally severally, but not jointly, hereby represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) Securityholders as follows: (a) Such The Seller has been duly organized the valid capacity to execute and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, has duly executed and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), delivered this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) This Agreement constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally. (c) The execution, delivery and performance by such the Seller of this AgreementAgreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any governmental authority or other third party, other than any consent, approval, authorization, permit, action, filing or notification the applicable Terms Agreementfailure of which to make or obtain would not, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (individually or in the case of the Bank)aggregate, and be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby by the Securities Purchase Agreement or the Seller’s ability to observe and thereby have been duly authorized perform its material obligations hereunder (a “Seller Material Adverse Effect”). (d) The execution, delivery and performance by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, this Agreement will not (i) conflict with or result in a breach violation of, or default (with or without notice or lapse of time, or both) under, require consent under or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under any (A) Contract or (B) permit, concession, franchise, right or license binding upon the Seller, (ii) result in the creation of Encumbrances (other than Permitted Encumbrances) upon any of the material terms and provisions of, properties or constitute a material default under, any assets of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with or violate any of the provisions of any material indentureapplicable laws, mortgageother than, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bankclauses (i), (ii) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks(iii), as applicablewould not, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller individually or in the event aggregate, be reasonably expected to have a Seller Material Adverse Effect. The consummation by the Seller of the transactions contemplated by this Agreement will not (y) violate any provision of any moratorium judgment, order or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect decree applicable to the securities laws of Seller or (z) require any foreign jurisdiction consent, approval, or the state securities notice under any statute, law, rule or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant regulation applicable to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Datesuch Seller. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants to each Underwriter the Purchaser that the statements contained in this Section 4, with respect to such Seller, are correct and complete as of the date hereof of this Agreement and will be correct and complete as of the Closing Date (unless otherwise specified) as follows:though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4). (a) Such Seller has been The Company is a corporation duly organized organized, validly existing, and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth jurisdiction of Virginia or its incorporation, and has the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), its obligations under this Agreement and the applicable Terms Agreementto sell, assign, transfer and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect deliver to the securities laws Purchaser the Seller Shares as contemplated hereby. No corporate action, permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any foreign jurisdiction or third party is required in connection with the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses execution and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated delivery by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. hereby. (b) Neither the execution and delivery by such Seller of such instrumentsthis Agreement, nor the performance by such Seller consummation of the transactions herein contemplated hereby or therein contemplated, nor the compliance by such Seller with the provisions terms and conditions hereof or thereof, by the Seller will (i) conflict with violate or result in a breach of any term or provision of the material terms and provisions ofany agreement to which any Seller is bound or is a party, or be in conflict with or constitute a material default under, any or cause the acceleration of the provisions maturity of any obligation of the Articles of Incorporation Seller under any existing agreement or By-laws of such Sellerviolate any order, writ, injunction, decree, statute, rule or (ii) conflict with regulation applicable to the Seller or any properties or assets of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this This Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in duly and validly executed by the condition (financial or otherwise) of Seller, and constitutes the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such the Seller, enforceable against such the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. (d) The Seller shall indemnify, defend and hold harmless Purchaser from and against all liabilities incurred by Purchaser, directly or indirectly, including without limitation, all reasonable attorney’s fees and court costs, arising out of or in connection with the purchase of the Seller’s Seller Shares set forth in this Agreement, except where fraud, intent to defraud or default of payment evolves on the part of Purchaser. (e) The Seller owns the Seller Shares as set out opposite the Seller’s Name in Schedule “A” hereto, free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Seller Shares to the extent that Purchaser, the enforceability thereof may be subject Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. The Seller is not a party to bankruptcyany option, insolvencywarrant, reorganizationpurchase right, receivership, conservatorship, moratorium or other similar laws now contract or hereafter in effect relating commitment that could require the Seller to creditors’ rights in general and the rights sell, transfer, or otherwise dispose of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event any capital stock of the insolvencyCompany (other than pursuant to this Agreement). The Seller is not a party to any voting trust, liquidation or reorganization proxy, or other similar occurrence with respect to such Seller agreement or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except understanding with respect to the securities laws voting of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer capital stock of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing DateCompany. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon (1) ContiMortgage hereby represents, warrants and covenants to the execution of Trustee, the applicable Terms Agreement, each Seller severally represents Certificate Insurer and warrants to each Underwriter the Owners that as of the date hereof and as of the Closing Date (unless otherwise specified) as followsStartup Day: (a) Such Seller has been ContiMortgage is a corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of the Commonwealth of Virginia its business, or the federal laws of the United Statesproperties owned or leased by it, as the case may bemake such qualification necessary. Such Seller has, in ContiMortgage has all material respects, full requisite corporate power and authority to own and operate its properties and conduct properties, to carry out its business as described in the Prospectus, presently conducted and as proposed to be conducted and to execute, deliver enter into and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), discharge its obligations under this Agreement and the applicable Terms Agreement, and other Operative Documents to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementparty. (b) The execution, execution and delivery and performance by such Seller of this Agreement, Agreement by ContiMortgage and its performance and compliance with the applicable Terms Agreement, the applicable Receivables Purchase terms of this Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution ContiMortgage and delivery by such Seller will not violate ContiMortgage's Certificate of such instrumentsIncorporation or Bylaws or constitute a default (or an event which, nor the performance by such Seller with notice or lapse of the transactions herein time, or therein contemplatedboth, nor the compliance by such Seller with the provisions hereof or thereofwould constitute a default) under, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenturecontract, mortgage, agreement, contract agreement or other instrument to which such Seller ContiMortgage is a party or by which it ContiMortgage is boundbound or violate any statute or any order, rule or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions regulation of any court, governmental agency or body or official other tribunal having jurisdiction over ContiMortgage or any of its properties. (c) This Agreement and the other Operative Documents to which ContiMortgage is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiMortgage, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiMortgage is not in default with respect to the securities laws any order or decree of any foreign jurisdiction court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiMortgage or its properties or the state securities consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (e) No litigation is pending with respect to which ContiMortgage has received service of process or, to the best of ContiMortgage's knowledge, threatened against ContiMortgage which litigation might have consequences that would prohibit its entering into this Agreement or Blue Sky laws any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of various jurisdictions)ContiMortgage or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (f) No certificate of an officer, required statement furnished in connection with the transfer of the Receivables writing or report delivered pursuant to the applicable Receivables Purchase Agreementterms hereof by ContiMortgage contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, have been statement or will be taken or obtained on or before the Closing Datereport not misleading. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller statements contained in the Pooling and Servicing Agreement (Registration Statement which describe ContiMortgage or matters or activities for which ContiMortgage is responsible in accordance with the case of the Bank) and the applicable Receivables Purchase Agreement Operative Documents or which are attributable to ContiMortgage therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiMortgage required to be stated therein or necessary to make the statements contained therein with respect to ContiMortgage, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiMortgage that materially adversely affects or in the future may (so far as ContiMortgage can now reasonably foresee) materially adversely affect ContiMortgage or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate delivered by ContiMortgage to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate free and clear of any lien, charge, mortgage, encumbrance or rights of others, except as set forth in Section 3.04 (b) (ix) (other than liens which will be simultaneously released). (i) Neither ContiMortgage nor any affiliate thereof will report on any financial statement any part of the Servicing Fee as an adjustment to the sales price of the Home Equity Loans. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which ContiMortgage makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by ContiMortgage of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of ContiMortgage and the performance by ContiMortgage of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (k) The origination practices used by ContiMortgage with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage lending business. (l) The transactions contemplated by this Agreement are in the ordinary course of business of ContiMortgage. (m) ContiMortgage is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans, nor is ContiMortgage aware of any pending insolvency. (n) The transfer, assignment and conveyance of the Notes and the Mortgages by ContiMortgage hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (o) ContiMortgage is not transferring the Home Equity Loans to the Depositor with any intent to hinder, delay or defraud its creditors. It is understood and agreed that the representations and warranties set forth in this Section 3.03(1) shall survive delivery of the respective Home Equity Loans to the Trustee. Upon discovery by any of the Servicer, any Sub-Servicer, either Seller, the Certificate Insurer or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.03 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. ContiMortgage hereby covenants and agrees that within 60 days of its discovery or its receipt of notice of breach, it shall cure such breach in all material respects or, with respect to a breach of clause (h) above, ContiMortgage may (or may cause an affiliate of ContiMortgage to) on the Monthly Remittance Date next succeeding such discovery or receipt of notice (i) substitute in lieu of any Home Equity Loan not in compliance with clause (h) a Qualified Replacement Mortgage and, if the outstanding principal amount of such Qualified Replacement Mortgage as of the applicable Replacement Cut-Off Date is less than the Loan Balance of such Home Equity Loan as of such Replacement Cut-Off Date, deliver an amount equal to such difference together with the aggregate amount of (A) all Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan and (B) all Delinquency Advances and Servicing Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan (a "Substitution Amount") to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan from the Trust at the Loan Purchase Price, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. Notwithstanding any provision of this Agreement to the contrary, with respect to any Home Equity Loan which is not in default or as to which no default is imminent, no repurchase or substitution pursuant to Section 3.03, 3.04 or 3.06 shall be made unless ContiMortgage obtains for the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters to the effect that such a repurchase or substitution would not constitute a Prohibited Transaction for the Trust or any REMIC therein or otherwise subject the Trust or any REMIC therein to tax and would not jeopardize the status of any REMIC therein as a REMIC (a "REMIC Opinion") addressed to the Trustee and the Certificate Insurer and acceptable to the Trustee and the Certificate Insurer. Any Home Equity Loan as to which repurchase or substitution was delayed pursuant to this Section shall be repurchased or substituted for (subject to compliance with Sections 3.03, 3.04 or 3.06, as the case may be) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Home Equity Loan and (b) receipt by the Trustee and the Certificate Insurer of a REMIC Opinion. (2) ContiWest hereby represents, warrants and covenants to the Trustee, the Certificate Insurer and the Owners that as of the Startup Day: (a) ContiWest is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it, make such qualification necessary. ContiWest has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement by ContiWest and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of ContiWest and will not violate ContiWest's Certificate of Incorporation or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which ContiWest is a party or by which ContiWest is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over ContiWest or any of its properties. (c) Agreement and the other Operative Documents to which ContiWest is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiWest, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiWest is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiWest or its properties or the consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (e) No litigation is pending with respect to which ContiWest has received service of process or, to the best of ContiWest's knowledge, threatened against ContiWest which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of ContiWest or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by ContiWest contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe ContiWest or matters or activities for which ContiWest is responsible in accordance with the Operative Documents or which are attributable to ContiWest therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiWest required to be stated therein or necessary to make the statements contained therein with respect to ContiWest, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiWest that materially adversely affects or in the future may (so far as ContiWest can now reasonably foresee) materially adversely affect ContiWest or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate delivered by ContiWest to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate free and clear of any lien, charge, mortgage, encumbrance or rights of others, except as set forth in Section 3.04 (b) (ix) (other than liens which will be simultaneously released). (i) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which ContiWest make

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution The representations and warranties of the applicable Terms Agreement, each Seller severally represents Sellers contained in Section 2.04 of the Pooling and warrants to each Underwriter Servicing Agreement and the corresponding sections of any Assignment are true on and as of the date hereof and/or the date set forth in the Pooling and Servicing Agreement, as applicable. Each Seller also represents and warrants to the Trust as of the Closing Date (unless otherwise specified) as followsdate hereof that: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance of this Series Supplement by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the part Certificate of Incorporation or By-Laws of such Seller. Neither the execution , do not and delivery by such Seller of such instrumentswill not conflict with, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the provisions best of such Seller’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the Articles of Incorporation or By-laws valid, binding and enforceable obligation of such Seller, or (ii) conflict with any of except as the provisions of any lawsame may be limited by receivership, governmental ruleinsolvency, regulationreorganization, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract moratorium or other instrument laws relating to which such Seller is a party the enforcement of creditors’ rights generally or by which it is bound, or general equity principles. (ivb) result The Pooling and Servicing Agreement creates a valid and enforceable security interest (as defined in the creation or imposition applicable UCC) which security interest is prior to all other Liens and is enforceable as such against creditors of any lien, charge or encumbrance upon any of and purchasers from such Seller’s property pursuant , except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the terms enforcement of any such indenture, mortgage, contract creditors’ rights generally or other instrumentby general equity principles. (c) Such Seller has duly executed and delivered this Agreement and The Receivables constitute “accounts” within the meaning of Article 9 of the applicable Terms AgreementUCC. (d) Such Each Seller has authorized the conveyance caused or will have caused, within ten days of the date of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest (as defined in the applicable UCC) in the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral conveyed to the Company Trustee under the applicable Receivables Purchase Pooling and Servicing Agreement. (e) The Bank has delivered Other than the sale, transfer, assignment and conveyance of the Receivables to the Representatives complete Trust and correct copies the grant of publicly available portions a security interest therein pursuant to the Pooling and Servicing Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005Receivables. (f) Each The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables, other than any financing statement (i) relating to the interest of the Trust in the Receivables under the Pooling and Servicing Agreement or (ii) that has been terminated. (g) The Seller is not aware of any judgment or tax lien filings against it. The representations and warranties set forth in this Section 3 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Sellers. None of (i) compliance with the representations and warranties set forth in this Section 3, (ii) compliance with the representations and warranties set forth in Sections 2.04(d) and (e) of the Pooling and Servicing Agreement or (in the case of the Bankiii) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection compliance with the transfer provisions of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance Section 13.02 of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in can be waived by the case Trustee without the prior written consent of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsStandard & Poor’s.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution The representations and warranties of the applicable Terms Agreement, each Seller severally represents Sellers contained in Section 2.04 of the Pooling and warrants to each Underwriter Servicing Agreement and the corresponding sections of any Assignment are true on and as of the date hereof and/or the date set forth in the Pooling and Servicing Agreement, as applicable. Each Seller also represents and warrants to the Trust as of the Closing Date (unless otherwise specified) as followsdate hereof that: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance of this Series Supplement by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the part Certificate of Incorporation or By-Laws of such Seller. Neither the execution , do not and delivery by such Seller of such instrumentswill not conflict with, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the provisions best of such Seller's knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the Articles of Incorporation or By-laws valid, binding and enforceable obligation of such Seller, or (ii) conflict with any of except as the provisions of any lawsame may be limited by receivership, governmental ruleinsolvency, regulationreorganization, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract moratorium or other instrument laws relating to which such Seller is a party the enforcement of creditors' rights generally or by which it is bound, or general equity principles. (ivb) result The Pooling and Servicing Agreement creates a valid and enforceable security interest (as defined in the creation applicable UCC) which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from Seller, except as the same may be limited by receivership, insolvency, reorganization, moratorium or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant other laws relating to the terms enforcement of any such indenture, mortgage, contract creditors' rights generally or other instrumentby general equity principles. (c) Such Seller has duly executed and delivered this Agreement and The Receivables constitute "accounts" within the meaning of Article 9 of the applicable Terms AgreementUCC. (d) Such Each Seller has authorized the conveyance caused or will have caused, within ten days of the date of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest (as defined in the applicable UCC) in the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral conveyed to the Company Trustee under the applicable Receivables Purchase Pooling and Servicing Agreement. (e) The Bank has delivered Other than the sale, transfer, assignment and conveyance of the Receivables to the Representatives complete Trust and correct copies the grant of publicly available portions a security interest therein pursuant to the Pooling and Servicing Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005Receivables. (f) Each The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables, other than any financing statement (i) relating to the interest of the Trust in the Receivables under the Pooling and Servicing Agreement or (ii) that has been terminated. (g) The Seller is not aware of any judgment or tax lien filings against it. The representations and warranties set forth in this Section 3 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Sellers. None of (i) compliance with the representations and warranties set forth in this Section 3, (ii) compliance with the representations and warranties set forth in Sections 2.04(d) and (e) of the Pooling and Servicing Agreement or (in the case of the Bankiii) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection compliance with the transfer provisions of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance Section 13.02 of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in can be waived by the case Trustee without the prior written consent of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsStandard & Poor's.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution Each of the applicable Terms AgreementSellers, each Seller severally and not jointly, represents and warrants to each Underwriter the Buyer Group as of the date hereof and as of the Closing Date (unless otherwise specified) hereof, as follows: (a) Such Each Minority Seller represents that such Minority Seller is acquiring the Minority Seller Shares for his own account for investment only and not with a view to offer for sale or other disposition in connection with any distribution of all or any part thereof (although the disposition of Minority Seller Shares shall remain within each Minority Seller’s discretion subject to Applicable Law), except pursuant to an applicable exemption under the Securities Act or a registration thereunder. (b) Each Majority Seller represents that it is acquiring the Trust Certificates (and any Trust Shares that may be subsequently transferred by the Trustee to such Majority Seller in accordance with the terms of the Trust Agreement) for its own account for investment only and not with a view to offer for sale or other disposition in connection with any distribution of all or any part thereof, except pursuant to an applicable exemption under the Securities Act or a registration thereunder. (c) Each Seller represents that such Seller has been duly organized had access, and reviewed to the extent he deems appropriate, the LN SEC Documents. Each Seller further represents that he has had an opportunity to ask questions of and to receive answers from Buyer Parent regarding Buyer Parent and its business, assets, results of operations and financial condition and terms and conditions of the issuance of the Transaction Shares pursuant to the terms hereof. (d) Each Seller represents that such Seller can bear the economic risk of his direct or indirect investment in the Transaction Shares and has such knowledge and experience in financial business matters and that he is validly existing capable of bearing and managing the risk of direct or indirect investment in the Transaction Shares, and that the Buyer Parent intends to make the filings required to comply with Regulation D, and that he is an accredited investor as a Virginia banking corporation or a federal savings bank, as the case may be, defined in good standing Regulation D under the laws of Securities Act. (e) Each Seller understands that the Commonwealth of Virginia Transaction Shares, when issued to such Seller or to the federal laws of the United StatesTrustee, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank)Majority Sellers, this Agreement and will not have been registered pursuant to the Securities Act or any applicable Terms Agreementstates securities law, the Transaction Shares will be characterized as “restricted securities” under federal securities laws, and to consummate the transactions contemplated by the that under such laws and applicable Receivables Purchase Agreementregulations, the Pooling Transaction Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this connection, each Seller represents that he is familiar with Rule 144 promulgated under the Securities Act as currently in effect and Servicing Agreement (in understands that the case resale limitations imposed thereby under the Securities Act and that additional resale limitations will be applicable to a Seller under Rule 144 if the Seller is deemed to be an affiliate of Buyer Parent under the Bank), this Agreement Securities Act. Sellers further acknowledge that officers and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws directors of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller Buyer Parent and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect Affiliates are subject to further limitations on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case sales of the Bank), this Agreement and the applicable Terms Agreementsecurities of Buyer Parent. (bf) The execution, delivery and performance by such Seller In addition to the limitations on the sale or the resale of this AgreementLN Shares described in Section 3.3(e), the applicable Terms AgreementMajority Sellers and Buyer Parent shall enter into, at the applicable Receivables Purchase Closing, a Lockup and Registration Rights Agreement and the Pooling and Servicing Agreement (in the case form of Exhibit C attached hereto (the “Lockup Agreement”), which Lockup Agreement shall provide further limitations on the resale of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such SellerTrust Shares. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property Other than pursuant to the terms of the Lockup Agreement, Buyer Parent shall be under no obligation to register any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables Transaction Shares pursuant to the applicable Receivables Purchase Agreement, have been terms of this Agreement or will be taken or obtained on or before the Closing Dateotherwise. (g) The Master Trust It is not nowagreed and acknowledged by each Minority Seller that the certificates representing the Minority Seller Shares shall each conspicuously set forth on the face or back thereof, and following a legend in the issuance form of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”)Exhibit D-1 attached hereto. (h) The representations It is agreed and warranties of such acknowledged by each Majority Seller that the certificate representing the Trust Shares shall conspicuously set forth on the face or back thereof, a legend in the Pooling and Servicing Agreement (form of Exhibit D-2 attached hereto, which may only be removed as provided in the case Lockup Agreement. (i) The Majority Sellers expressly acknowledge and agree that (x) the Trust Certificates are non-transferable except as expressly provided in the Trust Agreement, (y) the Majority Sellers are only entitled to receive the proceeds from the sale of the BankTrust Shares, and not the Trust Shares themselves, except as expressly provided in the Trust Agreement and/or the Lockup Agreement, and (z) and the applicable Receivables Purchase Agreement are true and correct in all material respectsMajority Sellers will have no right to vote the Trust Shares while owned by the Trustee pursuant to the Trust Agreement.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution Each of the applicable Terms AgreementSeller and the Conduit Sellers, each Seller as applicable, hereby severally represents and not jointly represents, warrants and covenants to each Underwriter the Depositor, the Trustee and the Owners that as of the date hereof and as of the Closing Date (unless otherwise specified) as followsStartup Day: (a) Such In the case of the Seller, the Conduit Seller has been and the Conduit Seller II, that each is a limited liability company, duly organized formed and is validly existing as a Virginia banking corporation under the laws governing its creation and existence, neither the Seller nor the Conduit Sellers is in violation of the laws of any state in which any Property or a federal savings bankeither of the Seller or the Conduit Sellers, as applicable, is located or doing business which violation would materially and adversely affect the case may becondition (financial or otherwise) or operations of the Seller or the Conduit Sellers, as applicable, or its properties or the ability of the Trust to collect any amounts on any Home Equity Loan and each of the Seller and the Conduit Sellers is in good standing under in each jurisdiction in which the laws nature of the Commonwealth of Virginia its business or the federal laws of properties owned or leased by it make such qualification necessary. The Seller or the United StatesConduit Sellers, as the case may be. Such Seller hasapplicable, in has all material respects, full requisite limited liability company power and authority to own and operate its properties and conduct properties, to carry out its business as described in the Prospectus, presently conducted and as proposed to be conducted and to execute, deliver enter into and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), discharge its obligations under this Agreement and the applicable Terms Agreement, and other Operative Documents to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementparty. (b) The execution, execution and delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling other Operative Documents to which the Seller or the Conduit Sellers, as applicable, is a party and Servicing its performance and compliance with the terms of this Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby other Operative Documents to which it is a party have been duly authorized by all necessary corporate limited liability company action on the part and will not violate its certificate of such Seller. Neither the execution formation or amended and delivery by such Seller restated limited liability company agreement, or constitute a default (or an event which, with notice or lapse of such instrumentstime, nor the performance by such Seller of the transactions herein or therein contemplatedboth, nor the compliance by such Seller with the provisions hereof or thereofwould constitute a default) under, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenturecontract, mortgage, agreement, contract agreement or other instrument to which such Seller it is a party or by which it is boundbound or violate any statute or any order, rule or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions regulation of any court, governmental agency or body or official other tribunal having jurisdiction over it or any of its properties. (c) This Agreement and the other Operative Documents to which the Seller or the Conduit Sellers, as applicable, is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Seller or the Conduit Sellers, as applicable, enforceable hereof and thereof against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) Neither the Seller nor the Conduit Sellers, as applicable, is in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Seller or the Conduit Sellers, as applicable, or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which it is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Seller or the Conduit Sellers, as applicable, has received service of process or, to the best of its knowledge, threatened against it which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Seller or the Conduit Sellers, as applicable, or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or its performance hereunder and under the other Operative Documents to which it is a party. (f) The statements contained in the Registration Statement which describe the Seller or the Conduit Sellers, as applicable, or matters or activities for which it is responsible in accordance with the Operative Documents or which are attributed to it therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the securities laws of any foreign jurisdiction Seller or the Conduit Sellers, as applicable, or omit to state securities a material fact required to be stated therein or Blue Sky laws of various jurisdictions), required necessary in connection order to make the statements contained therein with the transfer of the Receivables pursuant respect to the applicable Receivables Purchase AgreementSeller or the Conduit Sellers, have been or will be taken or obtained on or before the Closing Dateas applicable, not misleading. (g) The Master Trust is not now[Reserved]. (h) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and following the issuance of the Collateral Certificate, will not be, licenses required to be registered taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Seller or the Conduit Sellers, as applicable, makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Seller or the Conduit Sellers, as applicable, of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Seller or the Conduit Sellers, as applicable, and the performance by the Seller or the Conduit Sellers, as applicable, of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The origination practices used by the Seller with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the home equity lending business. All of the Home Equity Loans were originated by the Seller, an Affiliate of the Seller or a broker for simultaneous assignment to the Seller or were acquired by the Seller from correspondent lenders and reunderwritten to comply with the Seller's underwriting standards. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Seller or the Conduit Sellers, as applicable. (k) The Trustee, the Seller and the Conduit Sellers have no obligation to register the Trust and the Trust has no obligation to register as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”)amended. (hl) The Seller or the Conduit Sellers, as applicable, is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans, nor are the Seller or the Conduit Sellers, as applicable, aware of any pending insolvency. (m) The Seller or either of the Conduit Sellers, as applicable, received fair consideration and reasonably equivalent value in exchange for the sale of the interests in the Home Equity Loans transferred by it. (n) The Seller or the Conduit Sellers, as applicable, did not sell any interest in any Home Equity Loan with any intent to hinder, delay or defraud any of its creditors. (o) No material adverse change affecting any security for the Offered Certificates has occurred prior to delivery of and payment for the Offered Certificates. (p) The Seller or the Conduit Sellers, as applicable, is not in default under any agreement involving financial obligations or on any outstanding obligation, in any such case which would materially adversely impact the financial condition or operations of the Seller or the Conduit Sellers, as applicable, or its obligations under the Operative Documents. (q) [Reserved]. (r) The sale, transfer, assignment and conveyance of Home Equity Loans by the Seller or the Conduit Sellers, as applicable, pursuant to this Agreement is not subject to and will not result in any tax, fee or governmental charge payable by the Seller or the Conduit Sellers, as applicable, the Depositor or the Trustee to any federal, state or local government ("Transfer Taxes") other than Transfer Taxes which have been or will be paid as due by the Seller or the Conduit Sellers, as applicable. The Seller or the Conduit Sellers, as applicable, shall pay any and all such Transfer Taxes. (s) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Seller or the Conduit Sellers, as applicable, contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. It is understood and agreed that the representations and warranties of such Seller set forth in the Pooling and Servicing Agreement (in the case this Section 3.03 shall survive delivery of the Bank) and respective Home Equity Loans to the applicable Receivables Purchase Agreement are true and correct in all material respectsTrustee.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon In order to induce the execution Purchasers to enter into this Agreement and to purchase the Securities, each of the applicable Terms AgreementSellers, each Seller jointly and severally (but LS Power solely as to representations and warranties with respect to itself, FloriCulture and the FloriCulture Stock), represents and warrants to each Underwriter the Purchasers, as of the date hereof and as of the Closing Date (unless otherwise specified) as followsDate, the following: (a) Such Seller has been Each of Granite, LS Power and the Acquired Companies is a limited partnership or corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth State of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, Delaware and is duly licensed or qualified to do business and is in good standing (where the concept of "good standing" is applicable) as a foreign corporation or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), entity in each jurisdiction in which where the nature of the properties owned, leased or operated by it and the business transacted by it require such licensing or qualification except where the failure to be so qualify qualified to do business would not reasonably be expected to have or obtain such licenses and approvals (i) would have result in a material adverse effect on such Seller Persons or the transactions contemplated hereby or as set forth on Schedule 4.1(a). Each of Granite, LS Power and the Acquired Companies has all requisite power and authority to conduct its subsidiaries, taken business as a whole, currently conducted and as proposed to be conducted and to own or (ii) lease its properties except where the failure to have such requisite power and authority would not reasonably be expected to have or result in a material adverse effect on such Seller’s ability to consummate Persons or the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bankhereby or as set forth on Schedule 4.1(a), this Agreement and the applicable Terms Agreement. (b) The Upon the execution and delivery of this Agreement by each of the Sellers (and the payment of the Purchase Price and the occurrence of the Closing Date pursuant hereto) and each of the Partnership Agreement Amendments by Granite and assuming the execution and delivery of each of the Partnership Agreement Amendments by each of TPC Whitewater, Inc. and TPC Cottage Grove, Inc., (i) the only partners of LSP-Cottage Grove, L.P. will be Cogentrix Cottage Grove, LLC, LSP-Cottage Grove, Inc. and TPC Cottage Grove, Inc., (ii) the only partners of LSP-Whitewater Limited Partnership will be Cogentrix Whitewater LLC, LSP-Whitewater I, Inc. and TPC Whitewater, Inc. and (iii) none of the Sellers or any of their respective Affiliates will have any direct or indirect interest in any of the Acquired Companies or in any tangible or intangible property used in the business of the Acquired Companies. (c) Except as set forth on Schedule 4.1(c), there are no securities (whether or not such securities have voting rights) of the Acquired Companies issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements, contractual obligations or commitments of any character obligating any of the Acquired Companies, or obligating Granite or any of its Affiliates to cause any of Granite or the Acquired Companies to issue, transfer or sell, or cause the issuance, transfer or sale of, any securities (whether or not such securities have voting rights) of any of the Acquired Companies. (d) Except as set forth on Schedule 4.1(d)(i), no consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by such Seller any of LS Power, Granite and the Acquired Companies of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case any of the Bank), and Transaction Documents or the consummation of the transactions contemplated hereby or thereby. Except as set forth on Schedule 4.1(d)(ii) and thereby disclosed in the Offering Circular under the captions "Risk Factors - Projects and Related Risks - Regulations - Wisconsin Utility Statute" and "- Environmental Matters", to the knowledge of LS Power or Granite, none of LS Power, Granite or any of the Acquired Companies is currently in breach of, or is in default in any material respect under, any Governmental Rule or Governmental Approval binding on or affecting LS Power, Granite or any of the Acquired Companies or their respective properties. (e) Granite is the legal and beneficial owner of (i) all of the issued and outstanding capital stock of LSP-Cottage Grove, Inc., the sole general partner of LSP-Cottage Grove, L.P., (ii) all of the issued and outstanding capital stock of LSP-Whitewater I, Inc., the sole general partner of LSP-Whitewater Limited Partnership, (iii) a 72.22% limited partnership interest in LSP-Cottage Grove, L.P., as such interest may be adjusted in accordance with the applicable partnership agreement subsequent to the date hereof, and which constitutes Granite's entire limited partnership interest in LSP-Cottage Grove, L.P. and (iv) a 73.17% limited partnership interest in LSP-Whitewater Limited Partnership, as such interest may be adjusted in accordance with the applicable partnership agreement subsequent to the date hereof, and which constitutes Granite's entire limited partnership interest in LSP-Whitewater Limited Partnership. LSP-Cottage Grove, Inc. is the legal and beneficial owner of a 1% general partnership interest in LSP-Cottage Grove, L.P., which represents all of the general partnership interests of LSP-Cottage Grove, L.P. LSP-Whitewater I, Inc. is the legal and beneficial owner of a 1% general partnership interest in LSP-Whitewater Limited Partnership, which represents all of the general partnership interests of LSP-Whitewater Limited Partnership. LSP-Cottage Grove, L.P. is the legal and beneficial owner of 50 shares of common stock of Funding, which represents 50% of all of the issued and outstanding capital stock of Funding. LSP-Whitewater Limited Partnership is the legal and beneficial owner of 50 shares of common stock of Funding, which represents 50% of all of the issued and outstanding capital stock of Funding. None of the foregoing is subject to any Lien, except those Liens incurred pursuant to or permitted under the Bond Financing. Except as described in this Section 4.1(e) none of the Acquired Companies is the legal or beneficial owner of any securities or ownership interests of any other Person other than Permitted Investments (as defined in the Bond Financing). LS Power is the legal and beneficial owner of all of the issued and outstanding capital stock of FloriCulture, free and clear of all Liens. Immediately after the consummation of the transactions contemplated by the Transaction Documents, neither LS Power nor Granite will own any securities or interests in the Acquired Companies. (f) Subject to the consents required to be obtained or waived listed on Schedule 4.1(d)(i), each of LS Power, Granite and the Acquired Companies has full power and authority to enter into each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. Each of LS Power and Granite has duly and validly executed and delivered this Agreement. As of the Closing Date, each of LS Power, Granite and the Acquired Companies will have been duly authorized and validly executed and delivered each of the other Transaction Documents to which it is a party. This Agreement constitutes, and when executed and delivered by all necessary corporate action on each of LS Power, Granite and the part of such Seller. Neither Acquired Companies (and assuming the execution and delivery by such Seller of such instrumentsthe other parties thereto), nor the performance by such Seller each of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument Transaction Documents to which such Seller each of LS Power, Granite and the Acquired Companies is a party or by which it is boundwill constitute, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Sellerparty, in each case, enforceable against such Seller in accordance with its their respective terms, except to the extent that the as such enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, moratorium, reorganization, receivership, conservatorship, moratorium fraudulent conveyance or other similar laws now or hereafter in effect relating to which affect the enforcement of creditors’ ' rights in general generally and by equitable limitations on the rights availability of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Datespecific remedies. (g) The Master Trust Except as set forth on Schedule 4.1(g), there is not nowno action, and following suit, investigation or proceeding pending or, to the issuance knowledge of the Collateral CertificateSellers, will not bethreatened against any of LS Power, required Granite or the Acquired Companies by or before any court, arbitrator, governmental body, department, commission, board, bureau, agency or instrumentality, which would materially adversely affect their respective abilities to be registered perform their respective obligations under any of the Material Contracts or the Transaction Documents. (h) None of the Sellers or the Acquired Companies is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (amended. None of the “1940 Act”)Sellers or the Acquired Companies or any of their respective subsidiaries, or any of their upstream owners or their subsidiaries, is an "electric utility" or an "electric utility holding company" for purposes of the ownership restrictions set forth in 18 C.F.R. Section 292.206 as implemented by the FERC. (hi) The representations assignments, endorsements, stock powers and warranties other instruments of transfer delivered by the Sellers to the Purchasers on the Closing Date will be sufficient to transfer each Seller's entire right, title and interest, legal and beneficial, in each Seller's respective Securities. Each of the Sellers has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of the Securities, and upon transfer to the Purchasers of the certificates representing such Seller Securities, the Purchasers will receive good and marketable title to such Securities, free and clear of all Liens except those Liens incurred pursuant to or otherwise permitted by the Bond Financing. (j) The execution, delivery and performance by each of LS Power, Granite and the Acquired Companies of each of the Transaction Documents to which it is a party do not, and will not: (i) to the Seller's knowledge, contravene any Law applicable to any of LS Power, Granite and the Acquired Companies; (ii) to the Seller's knowledge, contravene any contractual restriction or provision of any Material Contract, any Governmental Approval or any Governmental Rule binding on or affecting LS Power, Granite or any of the Acquired Companies except as set forth on Schedule 4.1(d)(i); (iii) require the consent or approval of, or filing with or notice to, any Governmental Authority except as set forth on Schedule 4.1(d)(i); or (iv) result in, or require, the creation or imposition of any Lien on any properties of any of LS Power, Granite or the Acquired Companies under any Material Contract. (k) Except for the items listed on Schedule 4.1(k)(i) (the "Material Contracts"), none of LS Power, Granite or the Acquired Companies is a party to any contract, lease, agreement, indenture, mortgage, note, bond, instrument, permit or license that is material to any of the Acquired Companies' respective businesses, operations, assets, liabilities, results of operations, prospects or financial condition. Except as set forth on Schedule 4.1(k)(ii), to the Seller's knowledge, none of the Acquired Companies nor, to the Sellers' knowledge, any of the other parties thereto is in default in any material respect under, or has given notice of termination of, any of the Material Contracts, and no such default or termination is currently threatened. The Sellers have delivered to the Purchasers true, correct and complete copies of all of the Material Contracts and all amendments and supplements thereto. (l) Except as described on Schedule 4.1(l), since December 31, 1997, each of the Acquired Companies has conducted its business in the Pooling ordinary course and Servicing Agreement (in the case consistent with past practice, and none of the BankAcquired Companies has: (i) and sold, transferred, conveyed, assigned or otherwise disposed of any of its assets or properties; (ii) made any distributions to the applicable Receivables Purchase equity holders (whether in cash, stock or property or any combination thereof) in respect of its capital stock or partnership interests, or redeemed or otherwise acquired any securities of any of the Acquired Companies; (iii) made any loans, advances or capital contributions to, or investments in, any other Person; or (iv) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Material Contract, or paid any amount not required by law or by any Material Contract. (m) None of LS Power, Granite or the Acquired Companies has engaged or dealt with any broker, finder or other Person entitled to receive a commission, finder's fees or other payment in connection with this Agreement are true and correct in all material respectsor the consummation of the transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon Each Seller hereby severally represents, warrants and covenants to the execution Trustee for the benefit of the applicable Terms Agreement, each Seller severally represents Certificate Insurer and warrants to each Underwriter the Owners that as of the date hereof and as of the Closing Date (unless otherwise specified) as followsStartup Day: (a) Such The Seller has been is a corporation or federally chartered savings bank duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United Statesgoverning its creation and existence and, as the case may be. Such Seller hasif applicable, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any as a foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it, make such qualification necessary, except where the failure to so qualify or obtain such licenses and approvals (i) would not have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such the Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling Owners, the Trust and Servicing Agreement (in the case of the Bank)Certificate Insurer. The Seller has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the applicable Terms Agreementother Operative Documents to which it is a party. (b) The execution, execution and delivery and performance by such Seller of this Agreement, Agreement by the applicable Terms Agreement, Seller and its performance and compliance with the applicable Receivables Purchase terms of this Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution Seller and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will not (i) conflict violate the Seller's Certificate of Incorporation or Bylaws, (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenturecontract, mortgage, agreement, contract agreement or other instrument to which such the Seller is a party or by which it the Seller is bound, bound or (iviii) result in the creation violate any statute or imposition of any lienorder, charge rule or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions regulation of any court, governmental agency or body or official other having jurisdiction over the Seller or any of its properties, except where the failure to so comply would not have a material adverse effect on the Seller, the Owners, the Trust and the Certificate Insurer. (c) This Agreement and the other Operative Documents to which the Seller is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Seller, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Seller is not in default with respect to the securities laws any order or decree of any foreign jurisdiction court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or otherwise) or operations of the Seller or its properties or the state securities or Blue Sky laws consequences of various jurisdictions)which would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Seller is a party. (e) No litigation is pending or, required in connection with to the transfer best of the Receivables Seller's knowledge, threatened against the Seller (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the applicable Receivables Purchase Agreementterms hereof by the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, have been statement or will be taken or obtained on or before the Closing Datereport not misleading. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller statements contained in the Pooling and Servicing Agreement (Registration Statement which describe the Seller or matters or activities for which the Seller is responsible in accordance with the case of Operative Documents or which are attributable to the Bank) and the applicable Receivables Purchase Agreement Seller therein are true and correct in all material respects. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein, or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (h) With respect to each Mortgage Loan transferred by the Seller, upon the receipt of each Mortgage Loan (including the related Note) and other items of the Trust Estate by the Trustee under this Agreement, the Trust will have good title to such Mortgage Loan (including the related Note) and such other items of the Trust Estate free and clear of any lien, charge, mortgage, encumbrance or rights of others. (i) Neither the Seller nor any affiliate thereof will report on any financial statement any part of the Servicing Fee as an adjustment to the sales price of the Mortgage Loans. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained to or by the Seller, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc., under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Seller makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Seller of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Seller and the performance by the Seller of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (k) The origination practices used by the Seller or, to the Seller's knowledge, the respective originators of the Mortgage Loans with respect to such Mortgage Loans have been in all material respects, legal, proper, prudent and customary in the mortgage lending business in the jurisdiction in which the related Mortgage Properties are located. (l) The Seller is not insolvent, nor will it be made insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any pending insolvency of any Seller, the Depositor or the Master Servicer. (m) The transfer, assignment and conveyance of the Notes and the Mortgages by the Seller hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (n) The transactions contemplated by this Agreement are in the ordinary course of business of the Seller. It is understood and agreed that the representations and warranties set forth in this Section 3.03 shall survive delivery of the respective Mortgage Loans to the Trustee. Upon discovery by any of the Master Servicer, the Sellers, the Depositor, the Certificate Insurer or the

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon The Sellers represent and warrant to the execution of Purchaser that the applicable Terms Agreementstatements contained in this Section 4, each Seller severally represents with respect to such Sellers, are correct and warrants to each Underwriter complete as of the date hereof of this Agreement and will be correct and complete as of the Closing Date (unless otherwise specified) as follows:though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4). (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as The Sellers have the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), their obligations under this Agreement and to sell, assign, transfer and deliver to the applicable Terms AgreementPurchaser the Sellers Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and to consummate the transactions contemplated delivery by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case Sellers of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. hereby. (b) Neither the execution and delivery by such Seller of such instrumentsthis Agreement, nor the performance by such Seller consummation of the transactions herein contemplated hereby or therein contemplated, nor the compliance by such Seller with the provisions terms and conditions hereof or thereof, by the Sellers will (i) conflict with violate or result in a breach of any term or provision of the material terms and provisions ofany agreement to which any Seller is bound or is a party, or be in conflict with or constitute a material default under, any or cause the acceleration of the provisions maturity of any obligation of the Articles of Incorporation Sellers under any existing agreement or By-laws of such Sellerviolate any order, writ, injunction, decree, statute, rule or (ii) conflict with regulation applicable to the Sellers or any properties or assets of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentSellers. (c) Such Seller has duly executed and delivered this This Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in duly and validly executed by the condition (financial or otherwise) of Sellers, and constitutes the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Sellerthe Sellers, enforceable against such Seller the Sellers in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. (d) The Sellers shall indemnify, defend and hold harmless Purchaser from and against all liabilities incurred by Purchaser, directly or indirectly, including without limitation, all reasonable attorney’s fees and court costs, arising out of or in connection with the purchase of the Sellers’ respective Sellers Shares set forth in this Agreement, except where fraud, intent to defraud or default of payment evolves on the part of Purchaser. (e) The Sellers own the Sellers Shares free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Sellers Shares to the extent that Purchaser, the enforceability thereof may be subject Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. The Sellers are not a party to bankruptcyany option, insolvencywarrant, reorganizationpurchase right, receivership, conservatorship, moratorium or other similar laws now contract or hereafter in effect relating commitment that could require the Sellers to creditors’ rights in general and the rights sell, transfer, or otherwise dispose of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event any capital stock of the insolvencyCompany (other than pursuant to this Agreement). The Sellers are not a party to any voting trust, liquidation or reorganization proxy, or other similar occurrence with respect to such Seller agreement or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except understanding with respect to the securities laws voting of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer capital stock of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing DateCompany. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants to each Underwriter the Purchasers that the statements contained in this Section 5 are correct and complete as of the date hereof of this Agreement and will be correct and complete as of the Closing Date (unless otherwise specified) as follows:though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5): (a) Such Each Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), such Seller's obligations under this Agreement and the applicable Terms Agreementto sell, assign, transfer and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect deliver to the securities laws Purchasers the Seller Shares and Note as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any foreign jurisdiction or third party is required in connection with the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses execution and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such any Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. hereby. (b) Neither the execution and delivery by such Seller of such instrumentsthis Agreement, nor the performance by such Seller consummation of the transactions herein contemplated hereby or therein contemplated, nor the compliance by such Seller with the provisions terms and conditions hereof or thereof, by the Sellers will (i) conflict with violate or result in a breach of any term or provision of the material terms and provisions ofany agreement to which any Seller is bound or is a party, or be in conflict with or constitute a material default under, any or cause the acceleration of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions maturity of any lawobligation of any Seller under any existing agreement or violate any order, governmental rulewrit, regulationinjunction, judgmentdecree, decree statute, rule or order binding on such regulation applicable to any Seller or its properties, any properties or (iii) conflict with any of the provisions assets of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this This Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in duly and validly executed by each Seller, and constitutes the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such each Seller, enforceable against such each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. The Seller Representative has been duly appointed herein by the Sellers and has complete authority to act on behalf of the Sellers in matters relating to this Agreement and the transactions contemplated hereby (d) The Seller Shares and Note are owned beneficially and of record by each Seller in the amounts specified on Schedule A and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the extent that ownership thereof. Each Seller owns the enforceability thereof may be subject to bankruptcynumber of Seller Shares and face amount of the Note set forth opposite such Seller's name on Schedule A free and clear of all liens, insolvencycharges, reorganizationsecurity interests, receivershipencumbrances, conservatorshipclaims of others, moratorium options, warrants, purchase rights, contracts, commitments, equities or other similar laws now claims or hereafter in effect relating to creditors’ rights in general demands of any kind (collectively, "Liens"), and upon delivery of the Seller Shares and the rights Note to the Purchasers, the Purchasers will acquire good, valid and marketable title thereto free and clear of creditors all Liens. No Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event any capital stock of the insolvencyCompany (other than pursuant to this Agreement). No Seller is a party to any voting trust, liquidation or reorganization proxy, or other similar occurrence with respect to such Seller agreement or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except understanding with respect to the securities laws voting of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer capital stock of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing DateCompany. (ge) The Master Trust is not nowOf the Seller Shares, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties 221,500 of such Seller Shares were included in a registration statement which has been previously filed by the Pooling Company with the U.S. Securities and Servicing Agreement (in Exchange Commission and declared effective by the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsCommission.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon Except as set forth in the execution disclosure schedule attached hereto (the "Disclosure Schedule") (which Disclosure Schedule shall contain appropriate references to applicable Sections and subsections of the applicable Terms AgreementAgreement to which such Section and subsection references relate), each Seller severally represents the Sellers, jointly and warrants severally, represent, warrant and agree that the following statements are true and correct in all respects (all references in this Section 3 to each Underwriter as a "Schedule" shall be to the indicated subsection of the date hereof Disclosure Schedule): 3.1. Organization and as of the Closing Date (unless otherwise specified) as follows: (a) Such Seller has been Authority Parent is a corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth State of Virginia or the federal laws of the United States, as the case may beDelaware. Such Seller has, in Parent has all material respects, full requisite corporate power and authority necessary to own its properties and conduct its business as described presently conducted. Parent is duly qualified or licensed and in good standing to do business in each jurisdiction in which the Prospectusproperty owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse affect on the business, financial condition or results of operation of Parent. Parent has made available to the Purchaser complete and correct copies of the certificate of incorporation and bylaws of Parent, as currently in effect. Parent owns all of the Subsidiary Stock. The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Subsidiary has all requisite corporate power and authority necessary to conduct its business as presently conducted. The Subsidiary is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse affect on the business, financial condition or results of operation of the Subsidiary. The Subsidiary has made available to the Purchaser complete and correct copies of the certificate of incorporation and bylaws of the Subsidiary, as currently in effect. Each Seller has all requisite corporate power and authority and has taken all corporate action necessary, to execute and deliver this Agreement and has full legal capacity to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling hereby and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and perform its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) obligations hereunder. The execution, delivery and performance by such Seller the Sellers of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and each agreement, certificate or other document that is to be executed and delivered by the Pooling and Servicing Agreement (Sellers in the case of the Bank), and the consummation of connection with the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary each Seller's Board of Directors and no other corporate action proceedings on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein Sellers or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument their stockholders are necessary to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered authorize this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve Systemtransactions contemplated hereby. Except as set forth in or contemplated in the Prospectus, there This Agreement has been no material adverse change duly and validly executed and delivered by each Seller and constitutes, and each agreement, certificate or other document that is to be executed and delivered by each Seller in connection with the condition (financial or otherwise) of the Bank since December 31transactions contemplated by this Agreement when executed and delivered by such Seller will constitute, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation agreement of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or insolvency and other similar laws now or hereafter in effect relating to affecting the enforceability of creditors’ ' rights in generally, general equitable principles and the rights discretion of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply courts in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Dategranting equitable remedies. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon (1) ContiMortgage hereby represents, warrants and covenants to the execution of Trustee and the applicable Terms Agreement, each Seller severally represents and warrants to each Underwriter Owners that as of the date hereof and as of the Closing Date (unless otherwise specified) as followsStartup Day: (a) Such Seller has been ContiMortgage is a corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of the Commonwealth of Virginia its business, or the federal laws of the United Statesproperties owned or leased by it, as the case may bemake such qualification necessary. Such Seller has, in ContiMortgage has all material respects, full requisite corporate power and authority to own and operate its properties and conduct properties, to carry out its business as described in the Prospectus, presently conducted and as proposed to be conducted and to execute, deliver enter into and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), discharge its obligations under this Agreement and the applicable Terms Agreement, and other Operative Documents to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementparty. (b) The execution, execution and delivery and performance by such Seller of this Agreement, Agreement by ContiMortgage and its performance and compliance with the applicable Terms Agreement, the applicable Receivables Purchase terms of this Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution ContiMortgage and delivery by such Seller will not violate ContiMortgage's Certificate of such instrumentsIncorporation or Bylaws or constitute a default (or an event which, nor the performance by such Seller with notice or lapse of the transactions herein time, or therein contemplatedboth, nor the compliance by such Seller with the provisions hereof or thereofwould constitute a default) under, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenturecontract, mortgage, agreement, contract agreement or other instrument to which such Seller ContiMortgage is a party or by which it ContiMortgage is boundbound or violate any statute or any order, rule or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions regulation of any court, governmental agency or body or official other tribunal having jurisdiction over ContiMortgage or any of its properties. (c) This Agreement and the other Operative Documents to which ContiMortgage is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiMortgage, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiMortgage is not in default with respect to the securities laws any order or decree of any foreign jurisdiction court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiMortgage or its properties or the state securities consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (e) No litigation is pending with respect to which ContiMortgage has received service of process or, to the best of ContiMortgage's knowledge, threatened against ContiMortgage which litigation might have consequences that would prohibit its entering into this Agreement or Blue Sky laws any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of various jurisdictions)ContiMortgage or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (f) No certificate of an officer, required statement furnished in connection with the transfer of the Receivables writing or report delivered pursuant to the applicable Receivables Purchase Agreementterms hereof by ContiMortgage contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, have been statement or will be taken or obtained on or before the Closing Datereport not misleading. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller statements contained in the Pooling and Servicing Agreement (Registration Statement which describe ContiMortgage or matters or activities for which ContiMortgage is responsible in accordance with the case of the Bank) and the applicable Receivables Purchase Agreement Operative Documents or which are attributable to ContiMortgage therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiMortgage required to be stated therein or necessary to make the statements contained therein with respect to ContiMortgage, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiMortgage that materially adversely affects or in the future may (so far as ContiMortgage can now reasonably foresee) materially adversely affect ContiMortgage or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate delivered by ContiMortgage to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate free and clear of any lien, charge, mortgage, encumbrance or rights of others, except as set forth in Section 3.04 (b) (ix) (other than liens which will be simultaneously released). (i) Neither ContiMortgage nor any affiliate thereof will report on any financial statement any part of the Servicing Fee as an adjustment to the sales price of the Home Equity Loans. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which ContiMortgage makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by ContiMortgage of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of ContiMortgage and the performance by ContiMortgage of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (k) The origination practices used by ContiMortgage with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage lending business. (l) The transactions contemplated by this Agreement are in the ordinary course of business of ContiMortgage. (m) ContiMortgage is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans, nor is ContiMortgage aware of any pending insolvency. (n) The transfer, assignment and conveyance of the Notes and the Mortgages by ContiMortgage hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (o) ContiMortgage is not transferring the Home Equity Loans to the Depositor with any intent to hinder, delay or defraud its creditors. It is understood and agreed that the representations and warranties set forth in this Section 3.03(1) shall survive delivery of the respective Home Equity Loans to the Trustee. Upon discovery by any of the Servicer, any Sub-Servicer, either Seller or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.03 which materially and adversely affects the interests of the Owners, the party discovering such breach shall give prompt written notice to the other parties. ContiMortgage hereby covenants and agrees that within 60 days of its discovery or its receipt of notice of breach, it shall cure such breach in all material respects or, with respect to a breach of clause (h) above, ContiMortgage may (or may cause an affiliate of ContiMortgage to) on the Monthly Remittance Date next succeeding such discovery or receipt of notice (i) substitute in lieu of any Home Equity Loan not in compliance with clause (h) a Qualified Replacement Mortgage and, if the outstanding principal amount of such Qualified Replacement Mortgage as of the applicable Replacement Cut-Off Date is less than the Loan Balance of such Home Equity Loan as of such Replacement Cut-Off Date, deliver an amount equal to such difference together with the aggregate amount of (A) all Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan and (B) all Delinquency Advances and Servicing Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan (a "Substitution Amount") to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan from the Trust at the Loan Purchase Price, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. Notwithstanding any provision of this Agreement to the contrary, with respect to any Home Equity Loan which is not in default or as to which no default is imminent, no repurchase or substitution pursuant to Section 3.03, 3.04 or 3.06 shall be made unless ContiMortgage obtains for the Trustee an opinion of counsel experienced in federal income tax matters to the effect that such a repurchase or substitution would not constitute a Prohibited Transaction for the Trust or any REMIC therein or otherwise subject the Trust or any REMIC therein to tax and would not jeopardize the status of either of the Lower-Tier REMIC or Upper-Tier REMIC as a REMIC (a "REMIC Opinion") addressed to the Trustee and acceptable to the Trustee. Any Home Equity Loan as to which repurchase or substitution was delayed pursuant to this Section shall be repurchased or substituted for (subject to compliance with Sections 3.03, 3.04 or 3.06, as the case may be) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Home Equity Loan and (b) receipt by the Trustee of a REMIC Opinion. (2) ContiWest hereby represents, warrants and covenants to the Trustee and the Owners that as of the Startup Day: (a) ContiWest is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it, make such qualification necessary. ContiWest has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement by ContiWest and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of ContiWest and will not violate ContiWest's Certificate of Incorporation or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which ContiWest is a party or by which ContiWest is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over ContiWest or any of its properties. (c) This Agreement and the other Operative Documents to which ContiWest is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiWest, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiWest is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiWest or its properties or the consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (e) No litigation is pending with respect to which ContiWest has received service of process or, to the best of ContiWest's knowledge, threatened against ContiWest which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of ContiWest or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by ContiWest contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe ContiWest or matters or activities for which ContiWest is responsible in accordance with the Operative Documents or which are attributable to ContiWest therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiWest required to be stated therein or necessary to make the statements contained therein with respect to ContiWest, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiWest that materially adversely affects or in the future may (so far as ContiWest can now reasonably foresee) materially adversely affect ContiWest or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate delivered by ContiWest to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate free and clear of any lien, charge, mortgage, encumbrance or rights of others, except as set forth in Section 3.04 (b) (ix) (other than liens which will be simultaneously released). (i) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which ContiWest makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by ContiWest of

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution 8.1 As of the applicable Terms Agreement, each Seller severally represents Signing Date and warrants to each Underwriter as of the date hereof and as of the Closing Delivery Date (unless otherwise specified) as follows: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, except for the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (matters disclosed in the case transaction documents or unless otherwise agreed by the parties, any seller individually rather than jointly makes the following representations and warranties to the buyer: (1) its signing and performance of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, this Agreement: i. will (i) conflict with or not result in a breach of any of the material terms and provisions of, or constitute a material default under, any violation of the provisions of the Articles of Incorporation or By-laws of such Sellerits internal organizational documents and other related documents, or (any laws, rules or regulations applicable to the company; ii) conflict with any of the provisions . will not result in violation of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, important agreement, contract or other instrument license to which such Seller is a party or by which it is bounda party, or any order, judgement or decree issued by courts, government departments or regulatory bodies; iii. perform the procedures required by applicable laws and/or binding agreements and documents before the Delivery Date, except for those will not have significant adverse impact on the buyer’s operation of target assets; (iv2) result all representations and warranties set forth in Annex 8; (3) from January 1, 2015, in principle, the creation or imposition sellers and their subsidiaries shall not towers and other infrastructure facilities, as well as indoor distribution systems in key public transport sites and large-scale venues such as subway, railways, highways, airports, railway stations; commercial and residential buildings jointly used by multiple owners; and offices of any lienparty and government organs; (4) the sellers shall complete the handover as soon as possible in accordance with the terms and conditions of this Agreement; (5) if there is evidence showing that the sellers have made false statements, charge or encumbrance upon any of such Seller’s property pursuant omissions and misleading statements, causing losses to the terms of any such indenturebuyer, mortgage, contract or other instrumentthe sellers shall compensate the buyer for its direct actual losses. 8.2 In view of that after the issue of shares is completed, the buyer’s shares will be held by multiple entities of Seller A (c) Such Seller has duly executed A1 to A10), and delivered to facilitate the unified management, Seller A undertakes that the shareholder rights and obligations corresponding to the buyer’s shares held by the aforementioned entities in accordance with this Agreement shall be exercised and performed by Seller A1. Seller A shall use its commercially reasonable efforts to transfer the applicable Terms Agreement. (d) Such buyer’s shares held by the subsidiaries of Seller has authorized A1 to Seller A1 within 30 days after the conveyance issue of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended shares is completed or before December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 20052015. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution The representations and warranties of the applicable Terms Agreement, each Seller severally represents Sellers contained in Section 2.04 of the Pooling and warrants to each Underwriter Servicing Agreement and the corresponding sections of any Assignment are true on and as of the date hereof and/or the date set forth in the Pooling and Servicing Agreement, as applicable. Each Seller also represents and warrants to the Trust as of the Closing Date (unless otherwise specified) as followsdate hereof that: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance of this Series Supplement by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the part Certificate of Incorporation or By-Laws of such Seller. Neither the execution , do not and delivery by such Seller of such instrumentswill not conflict with, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the provisions best of such Seller's knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the Articles of Incorporation or By-laws valid, binding and enforceable obligation of such Seller, or (ii) conflict with any of except as the provisions of any lawsame may be limited by receivership, governmental ruleinsolvency, regulationreorganization, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract moratorium or other instrument laws relating to which such Seller is a party the enforcement of creditors' rights generally or by which it is bound, or general equity principles. (ivb) result The Pooling and Servicing Agreement creates a valid and enforceable security interest (as defined in the creation applicable UCC) which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from Seller, except as the same may 26 38 be limited by receivership, insolvency, reorganization, moratorium or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant other laws relating to the terms enforcement of any such indenture, mortgage, contract creditors' rights generally or other instrumentby general equity principles. (c) Such Seller has duly executed and delivered this Agreement and The Receivables constitute "accounts" within the meaning of Article 9 of the applicable Terms AgreementUCC. (d) Such Each Seller has authorized the conveyance caused or will have caused, within ten days of the date of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest (as defined in the applicable UCC) in the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral conveyed to the Company Trustee under the applicable Receivables Purchase Pooling and Servicing Agreement. (e) The Bank has delivered Other than the sale, transfer, assignment and conveyance of the Receivables to the Representatives complete Trust and correct copies the grant of publicly available portions a security interest therein pursuant to the Pooling and Servicing Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005Receivables. (f) Each The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables, other than any financing statement (i) relating to the interest of the Trust in the Receivables under the Pooling and Servicing Agreement or (ii) that has been terminated. (g) The Seller is not aware of any judgment or tax lien filings against it. The representations and warranties set forth in this Section 3 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Sellers. None of (i) compliance with the representations and warranties set forth in this Section 3, (ii) compliance with the representations and warranties set forth in Sections 2.04(d) and (e) of the Pooling and Servicing Agreement or (in the case of the Bankiii) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection compliance with the transfer provisions of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance Section 13.02 of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in can be waived by the case Trustee without the prior written consent of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsStandard & Poor's.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) Buyer as follows: (a) Such The Seller has been is duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth state of Virginia or its organization and has all the federal laws of requisite power and authority to own, lease and otherwise hold and operate its assets and to conduct its business as it is currently being conducted. (i) the United States, as the case may be. Such Seller has, in all material respects, has full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver enter into and perform the applicable Receivables Purchase its obligations under this Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated execution and delivery of this Agreement by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instrumentsaction, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of this Agreement has been duly executed and delivered by the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or and (iv) result this Agreement constitutes a valid and binding obligation of the Seller enforceable against the Seller in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentaccordance with its terms. (c) Such The Seller has duly executed (i) good and delivered valid title to the Shares listed opposite its name on Annex A and (ii) owns the Shares free and clear of all liens, claims, security interests, pledges, mortgages, deeds of trust, rights of first refusal, restrictions (other than restrictions and applicable restrictive legends under applicable federal and state securities laws) and other encumbrances (“Liens”), other than Liens which will automatically release simultaneously with the Closing. For the avoidance of doubt, the Shares to be sold by the Seller are beneficially owned and are not borrowed securities or being sold short by the Seller. The sale and delivery of the Shares by the Seller as contemplated by this Agreement are not subject to any preemptive right, “tag along” or similar right, or right of redemption or repurchase. Upon delivery of the Shares to the Buyer as provided in Section 1, the Seller will transfer good and valid title to the applicable Terms AgreementShares, in each case free and clear of all Liens other than Liens created by the Buyer. (d) Such The Seller (i) is sophisticated with respect to financial matters and transactions in securities, including the Common Stock, and the related risks, (ii) independently has determined that it has adequate information concerning the business, properties, assets, financial condition and prospects of Tiptree to make an informed decision regarding the Transaction and (iii) has, and without reliance upon the Buyer, Tiptree or their affiliates and based on such information as the Seller has authorized deemed appropriate in its independent judgment, made its own analyses and decisions to enter into the conveyance of Transaction. The Seller acknowledges that the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral Buyer has made no representations or warranties to the Company under the applicable Receivables Purchase AgreementSeller except as expressly set forth herein. (e) The Bank has delivered to the Representatives complete Seller understands and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent acknowledges that the enforceability thereof may be subject to bankruptcyBuyer and its affiliates possess confidential, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence material non-public information with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller Tiptree and to general principles of equity. All approvalsits business, authorizationsproperties, consentsassets, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, financial condition and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended prospects (the “1940 ActInformation”). (h) that has not been communicated to the Seller and that may impact the value of the Shares. The representations Seller further understands and warranties acknowledges that the Information might be material to the Seller’s decision to engage in the Transaction and acknowledges that it has determined to engage in the Transaction without the benefit of such Seller in the Pooling Information and Servicing Agreement (in the case of the Bank) that it has material and the applicable Receivables Purchase Agreement are true and correct in all material respectsbeneficial reasons for doing so.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms AgreementSellers jointly and severally represent and warrant to PISA, each Seller severally represents SAAF and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) Buyer as follows: (a) Such Seller has At the end of the Term, the Additional Purchased Assets shall be in saleable condition, or, to the extent any Additional Purchase Assets are not in saleable condition, the Buyer and Sellers shall have agreed prior to the end of the Term on the cost of any necessary refurbishment of such Additional Purchased Assets, and such cost shall have been duly organized deducted from the net book value of such Additional Purchased Assets. (b) Sellers own outright and is validly existing as a Virginia banking corporation or a federal savings bankhave good and marketable title to the Repaired Watches and Excluded Spare Parts, as and at the case may beend of the Term shall have good and marketable title to the Additional Spare Parts, in good standing under the laws each case free and clear of the Commonwealth of Virginia any lien or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement other encumbrance. (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals c) The Sellers have (except with respect to the securities laws Additional Spare Parts) and at the end of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictionsTerm will have (including the Additional Spare Parts), in each jurisdiction in which failure complete and unrestricted power and the unqualified right to so qualify or obtain such licenses sell to Buyer and approvals (i) would have a material adverse effect on such Seller to assign, transfer and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability deliver to consummate Buyer and upon consummation of the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank)as amended, this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, Buyer will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legalacquire good, valid and binding obligation marketable title to, the Additional Purchased Assets, free and clear of such Sellerall encumbrances; and Sellers are presently in peaceable possession of the Repaired Watches and Excluded Spare Parts in quiet enjoyment thereof. There are no imperfections of title, enforceable against such Seller in accordance with its termscharges, except or encumbrances of any kind relating to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general Repaired Watches and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing DateExcluded Spare Parts. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally hereby represents and warrants with respect to each Underwriter as itself, to the Trustee on behalf of the date hereof Certificateholders and to the Master Servicer that, as of the Closing Date (unless otherwise specified) or as followsof such date specifically provided herein: (ai) Such Seller has been is duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under and has the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, assets and to execute, deliver and perform transact the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (business in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is currently engaged. Such Seller is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and (a) its subsidiariesbusiness, taken as a wholeproperties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) would have a material adverse effect on such Seller’s ability Such Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated by hereunder and has taken all necessary action to authorize the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the which is part of such Sellerits official records. Neither the execution When executed and delivery by such Seller of such instrumentsdelivered, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, this Agreement will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, obligations enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof as enforcement of such terms may be subject to limited by (1) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors’ rights in general generally and the rights of creditors of state banking corporations federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or federal savings banksat law) or (3) public policy considerations underlying the securities laws, as applicable, as to the extent that such laws would apply in policy considerations limit the event enforceability of the insolvency, liquidation or reorganization or other similar occurrence with respect provisions of this Agreement which purport to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the provide indemnification from securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Dateliabilities. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants as to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) itself as follows: (a) Such Seller has been is a corporation duly organized and is incorporated, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth its jurisdiction of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementincorporation, and is duly qualified to do business business, and is in good standing (or is exempt from such requirements)or, and in the case of the Nordtrac Group, otherwise has obtained all necessary material licenses and approvals (except with respect proper authority to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictionsconduct business), in each every jurisdiction in which where the nature of its business requires it to be so qualified, unless the failure to so qualify or obtain such licenses and approvals (i) would not have a material adverse effect on such Seller and its subsidiaries(i) the interests of the Purchaser hereunder, taken as a whole(ii) the collectibility of the Transferred Receivables, or (iiiii) would have the ability of such Seller or a material adverse effect on such Seller’s ability Servicer to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementperform their respective obligations hereunder. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling other documents to be delivered by it hereunder, including such Seller’s sale of Receivables hereunder and Servicing Agreement (in the case such Seller’s use of the Bank)proceeds of Purchases, and the consummation of the transactions contemplated hereby and thereby (i) are within such Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) such Seller’s charter or by-laws, (2) any law, rule or regulation applicable to such Seller, (3) any contractual restriction binding on or affecting such Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller or its property, and (iv) do not result in or require the part creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the transfer of such Seller’s interest in the Transferred Receivables pursuant to this Agreement). Neither the execution This Agreement has been duly executed and delivery delivered by such Seller of such instrumentsSeller. (c) No authorization or approval or other action by, nor and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and or any other document to be delivered by it hereunder, except for the applicable Terms Agreementfiling of UCC financing statements which are referred to herein. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase This Agreement constitutes a the legal, valid and binding obligation of such Seller, Seller enforceable against such Seller in accordance with its terms. (e) Sales made by such Seller pursuant to this Agreement will constitute a valid sale, except transfer, and assignment of the Transferred Receivables to the extent Purchaser, enforceable against creditors of, and purchasers from, such Seller provided that the enforceability thereof effect of the absence of any filing against Parent in Canada, other than in the Provinces of Quebec and Ontario and in the United States other than in the States of Illinois and Delaware and the District of Columbia as may be subject required by Quebec law prior to bankruptcyJanuary 31, insolvency2004 shall not constitute a breach of this representation. Such Seller shall have no remaining property interest in any Transferred Receivable. (f) There is no pending or, reorganizationto such Seller’s knowledge, receivershipthreatened action, conservatorship, moratorium investigation or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to proceeding against such Seller or in the event any of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of its subsidiaries before any court, governmental agency or body or official (except with respect arbitrator which is reasonably expected to materially adversely affect the securities laws ability of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant such Seller to the applicable Receivables Purchase perform its obligations under this Agreement, have been or will be taken which purports to affect the legality, validity or obtained on or before the Closing Dateenforceability of this Agreement. (g) The Master Trust No proceeds received by such Seller of any Purchase will be used to acquire any equity security of a class which is not now, and following the issuance registered pursuant to Section 12 of the Collateral Certificate, will not be, required to be registered under the Investment Company Securities Exchange Act of 1940, as amended (the “1940 Act”)1934. (h) The representations and warranties No transaction contemplated hereby requires compliance with any bulk sales act, sale of an enterprise or similar law. (i) Each Receivable characterized in any Seller Report as an Eligible Receivable is, as of the date of such Seller Report, an Eligible Receivable. Each Transferred Receivable is owned (immediately prior to its sale hereunder) by such Seller free and clear of any Adverse Claim (other than (i) Permitted Liens and (ii) any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a Purchase it shall acquire valid and perfected first priority ownership of each Purchased Receivable and Collections with respect thereto provided that the effect of the absence of any filing against Parent in Canada, other than in the Pooling Provinces of Quebec and Servicing Ontario and in the United States other than in the States of Illinois and Delaware and the District of Columbia as may be required by Quebec law prior to January 31, 2004, shall not constitute a breach of this representation. No effective financing statement or other instrument similar in effect covering any Transferred Receivable, any Contract related thereto or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Purchaser in accordance with this Agreement (or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser. The Parent, Bombardier Motor and the Nordtrac Group have complied with Section 5.01(i)(iv), and have not given any notice to any Obligor of the sale of any Purchased Receivables to any Person other than the Purchaser other than notices of sale, in the case of Bombardier Motor to Citibank, N.A. or the BankNordtrac Group to BCL. (j) and Each Seller Report (if prepared by such Seller, or to the applicable Receivables Purchase extent that information contained therein is supplied by such Seller), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by such Seller to the Purchaser in connection with this Agreement are true and correct is or will be accurate in all material respectsrespects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact. (k) The principal place of business, head office, and chief executive office of such Seller and the office where such Seller keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b). Neither the Parent nor any member of the Nordtrac Group has any place of business in the United States. (1) As of the date of this Agreement, such Seller is not known by and does not use any tradename or doing-business-as name.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon Except as set forth in the execution Disclosure Schedules attached hereto (collectively, the “Disclosure Schedules”), each of DBM and FN, solely in its capacity as trustee of the applicable Terms AgreementDBM Trust and the FN Trust, each Seller respectively, severally represents and warrants not jointly, hereby represent and warrant to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) Buyers as follows: Section 3.1 OrganizationSuch Seller is (a) Such Seller has been in the case of DBM, a sociedad anónima, duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws Laws of Mexico, authorized by the Commonwealth Ministry of Virginia or the federal laws of the United StatesFinance and Public Credit to act as a multiple banking institution and to perform trustee services, as and (b) in the case may be. Such Seller hasof FN, a banco nacional de desarrollo, duly organized, validly existing and in all material respectsgood standing under the Laws of Mexico, full authorized to act as a development banking institution and to perform trustee services; each with the necessary qualifications, power and authority to own own, lease and operate its properties and conduct to carry on its business as it is now being conducted, as well as to transfer and sell its Shares. Section 3.2 AuthoritySuch Seller has the corporate power and authority to execute and deliver this Agreement and, subject to the approvals described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the BankSection 7.1(c), this Agreement and the applicable Terms Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by hereby including in accordance with the applicable Receivables Purchase AgreementDBM Trust, the Pooling FN Trust and Servicing Agreement (applicable Law. The execution, delivery and, except for the approvals described in the case of the BankSection 7.1(c), performance by such Seller of this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on consummation by such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate of the transactions contemplated hereby have been duly and validly authorized by the applicable Receivables Purchase Agreementall necessary corporate action and by any and all actions, the Pooling and Servicing Agreement (in the case instruction letters or opinions of the Bank)Trusts’ Beneficiaries, this Agreement any applicable committees or from any other Person (including the Agent) that are required under the DBM Trust and the applicable Terms Agreement. (b) FN Trust. The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the contemplated hereby are consistent and in full compliance by such Seller with the provisions hereof or thereof, will purpose (ifines del fideicomiso) conflict with or result in a breach of any of the material terms DBM Trust and provisions ofthe FN Trust, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller respectively. This Agreement has been duly executed and delivered by such Seller. Subject to the approvals described in Section 7.1(c), this Agreement and constitutes the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation obligations of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof as enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to Laws affecting creditors’ rights in general generally and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to by general principles of equity. All approvals, authorizations, consents, orders equity (regardless of whether considered in a proceeding in equity or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”at law). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms AgreementEach Seller, each Seller severally and not jointly, represents and warrants to each Underwriter the Company as of the date hereof Execution Date and as of the Closing Purchase Date (unless otherwise specified) as followsthat: (a) Such Seller This Agreement has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in by such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete , and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes is a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, moratorium or other and similar laws now or hereafter in effect of general applicability relating to or affecting creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles equity principles. Such Seller has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby. (b) Other than the Shares and Options neither such Seller nor any of equityits affiliates or family members owns, beneficially or of record, any equity interest in the Company or any of its subsidiaries. All approvalsEach Seller is the sole legal and beneficial owner of the Shares set forth opposite such Seller’s name on Annex A hereto and Options set forth opposite such Seller’s name on Annex B hereto, authorizationsand has valid title to all of such Shares and Options, consentsin each case free and clear of all Liens (other than restrictions on transfer arising under applicable securities laws and the Stockholders Agreement). (c) Each Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions contemplated hereby and is consummating such transactions with a full understanding of all of the terms, orders conditions and risks and willingly assumes those terms, conditions and risks. The Company has made available to each Seller, at a reasonable time prior to the date hereof, the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated hereby. The Sellers have completed their own independent inquiry and have relied fully upon the advice of their own legal counsel, accountants, tax, financial and other advisors in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby. Neither the Company nor any of its representatives had made any representation or other actions of any court, governmental agency or body or official warranty in connection herewith (except with respect those expressly set forth in this Agreement) that has been relied upon by any Seller, or which acted as an inducement for any Seller to enter into this Agreement. (d) The Sellers understand that the Company may possess material non-public information not known to Sellers that may impact the value of the Shares and Options and the disadvantage to which Sellers may be subject due to the securities laws disparity of information between the Company and the Sellers. Notwithstanding this, each Seller has deemed it appropriate to engage in the transactions contemplated hereby and agrees that no Company Party shall have any foreign jurisdiction liability to the Sellers or the state securities any other Person due to or Blue Sky laws of various jurisdictions), required in connection with the transfer non-disclosure of any information or otherwise as a result of the Receivables pursuant transactions contemplated hereby. To the fullest extent lawful, each Seller hereby irrevocably waives any claim that it might have based on the failure of any Company Party to the applicable Receivables Purchase Agreement, disclose any information. (e) The Sellers have been advised to consult an attorney regarding this Agreement prior to executing it and have been given sufficient time to do so. Each Seller is solely responsible for payment of his, her or its own taxes. The Company has not provided and will be taken not provide tax advice to any Seller. Each Seller fully understands and acknowledges the significance and consequences of this Agreement. (f) No Seller has brought or obtained on filed (or before assigned to any other Person the Closing Dateright to bring or file) any claims or charges against any Company Party with any governmental authority or agency, court or arbitral body. (g) The Master Trust To the extent the Seller is not nowa natural person and is married and is a resident of a state governed by community property laws or similar laws relating to marital property, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”)such Seller has delivered a Spousal Consent executed by his or her spouse. (h) The representations execution, delivery and warranties performance of this Agreement by each Seller and the consummation by such Seller of the transactions contemplated by this Agreement do not and will not: (a) to the extent such Seller is not a natural person, conflict with or result in a violation of any of the provisions of the organizational documents of such Seller, (b) conflict with or result in a violation of any judgment, order or law applicable to such Seller, (c) conflict with, or result in a violation or breach of, or default under, any material instrument or agreement of indebtedness to which such Seller in the Pooling and Servicing Agreement is a party or by which any of such Seller’s properties or assets is bound or (d) require any consent or, or registration, declaration or filing with, notice to, or permit from, any governmental entity, except, in the case of the Bankclauses (b) and (d) above, any such items that, individually or in the applicable Receivables Purchase Agreement are true aggregate, would not be expected to be materially adverse with respect to the ability of such Seller to timely perform any of its obligations hereunder in any material respect. (i) The Company is relying on each Seller’s representations, warranties and correct agreements herein as a condition to proceeding with the transactions contemplated hereby. Without such representations, warranties and agreements, the Company would not engage in all material respectssuch transactions.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller jointly and severally represents and warrants to each Underwriter the Purchasers that the statements contained in this Section 5 are correct and complete as of the date hereof of this Agreement and will be correct and complete as of the Closing Date (unless otherwise specified) as follows:though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5). (a) Such Each Seller has the power and authority to execute, deliver and perform such Seller’s obligations under this Agreement and to sell, assign, transfer and deliver to the Purchasers the Seller Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery any Seller of this Agreement and the consummation of the transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by the Sellers will violate or result in a breach of any term or provision of any agreement to which any Seller is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of any Seller under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Seller or any properties or assets of any Seller. (c) This Agreement has been duly organized and validly executed by each Seller, and constitutes the valid and binding obligation of each Seller and the Company, enforceable against each Seller and the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally or by limitations, on the availability of equitable remedies. The Seller Representative has been duly appointed herein by the Sellers and has complete authority to act on behalf of the Sellers in matters relating to this Agreement and the transactions contemplated hereby (d) The Seller Shares are owned beneficially and of record by each Seller in the amounts specified on Schedule A and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof. Each Seller owns the number of Seller Shares set forth opposite such Seller’s name on Schedule A free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Seller Shares to the Purchasers, the Purchasers will acquire good, valid and marketable title thereto free and clear of all Liens. No Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than pursuant to this Agreement). No Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company. The dates of acquisition of the Seller Shares as specified on Schedule A is true and correct. (e) The Company is a corporation in good standing duly incorporated in the State of New York. The Company is duly authorized to conduct business and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may beeach jurisdiction where such qualification is required. Such Seller has, in all material respects, The Company has full corporate power and authority to own its properties and conduct its business as described in the Prospectusall licenses, permits, and authorizations necessary to execute, deliver carry on its business. The Company has no subsidiaries and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of does not control any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its other subsidiaries, taken as a wholedirectly or indirectly, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (any direct or indirect equity participation in the case of the Bank), this Agreement and the applicable Terms Agreementany other entity. (bf) The execution, Neither the execution and delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and nor the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions terms and conditions hereof or thereof, by the Company will (i) conflict with violate or result in a breach of any term or provision of any agreement to which the material terms and provisions ofCompany is bound or is a party, or constitute a material default under, any of the provisions of the Articles Company’s Certificate of Incorporation or By-laws of such SellerLaws, or (ii) be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Company under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of the provisions of any law, governmental rule, regulation, judgment, decree its properties or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentassets. (cg) Such Seller This Agreement has been duly and validly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to by the Company under and constitutes the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Sellerthe Company, enforceable against such Seller it in accordance with its terms, except to the extent that the as enforceability thereof may be subject to limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium insolvency or other similar laws now or hereafter in effect relating to affecting creditors’ rights in general and generally or by limitations, on the rights availability of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”)equitable remedies. (h) The representations Company’s authorized capital stock, as of the date of this Agreement and warranties as of the Closing, consists of 50,000,000 shares of Common Stock, $0.001 par value per share, of which 2,300,375 shares are issued and outstanding. The Company has not reserved any shares of its Common Stock for issuance upon the exercise of options, warrants or any other securities that are exercisable or exchangeable for, or convertible into, Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and have been issued in compliance with applicable laws, including, without limitation, applicable federal and state securities laws. There are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities exercisable or exchangeable for, or convertible into, capital stock of the Company, nor is the Company committed to issue any such option, warrant, right or security. There are no agreements relating to the voting, purchase or sale of capital stock (i) between or among the Company and any of its stockholders, (ii) between or among any Seller and any third party, or (iii) to the best knowledge of the Sellers between or among any of the Company’s stockholders. The Company is not a party to any agreement granting any stockholder of the Company the right to cause the Company to register shares of the capital stock of the Company held by such stockholder under the Securities Act. The stockholder list provided to the Purchasers is a current shareholder list generated by its transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Company’s Common Stock. (i) As of the date hereof the Company has total Liabilities of less than $15,000, which Liabilities will be paid off at or prior to the Closing and shall in no event become the Liability of the Purchasers or remain the Liabilities of the Company following the Closing. (j) There is no legal, administrative, investigatory, regulatory or similar action, suit, claim or proceeding which is pending or, to any Seller’s knowledge, threatened against the Company. (k) The Company has at least one market maker for its common shares and such market makers have obtained all permits and made all filings necessary in order for such market makers to continue as market makers of the Company. (l) During the period from its inception through September 30, 2004, the Company has filed or furnished (i) all reports, schedules, forms, statements, prospectuses and other documents required to be filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) by the Company (all such documents, as amended or supplemented, are referred to collectively as, the “Company SEC Documents”) and (ii) all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, or (y) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ act of 2002) with respect to any applicable Company SEC Document (collectively, the “SOX Certifications”). The Company has made available to the Purchasers all SOX Certifications and comment letters received by the Company from the staff of the SEC and all responses to such comment letters by or on behalf of the Company. Through September 30, 2003, the Company complied in all respects with its SEC filing obligations under the Exchange Act and the Securities Act. Each of the audited financial statements and related schedules and notes thereto and unaudited interim financial statements of the Company (collectively, the “Company Financial Statements”) contained in the Pooling Company SEC Documents (or incorporated therein by reference) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except in the case of interim unaudited financial statements) except as noted therein, and Servicing Agreement fairly present in all respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments (the Bankeffect of which will not, individually or in the aggregate, be adverse) and, such financial statements complied as to form as of their respective dates in all respects with applicable rules and regulations of the SEC. The financial statements referred to herein reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person not already included in such financial statements are required by GAAP to be included in the consolidated financial statements of the Company. As of their respective dates, each the Company SEC Document was prepared in accordance with and complied with the requirements of the Securities Act or the Exchange Act, as applicable, and the applicable Receivables Purchase Agreement are true rules and regulations thereunder, and the Company SEC Documents (including all financial statements included therein and all exhibits and schedules thereto and all documents incorporated by reference therein) did not, as of the date of effectiveness in the case of a registration statement, the date of mailing in the case of a proxy or information statement and the date of filing in the case of other the Company SEC Documents, contain any untrue statement of a fact or omit to state a fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Company nor, to the Company’s knowledge, any of its officers has received notice from the SEC or any other governmental authority questioning or challenging the accuracy, completeness, content, form or manner of filing or furnishing of the SOX Certifications. (m) The Company has properly and timely filed all federal, state and local tax returns and has paid all taxes, assessments and penalties due and payable. All such tax returns were complete and correct in all respects as filed, and no claims have been assessed with respect to such returns. There are no present, pending, or threatened audit, investigations, assessments or disputes as to taxes of any nature payable by the Company or any of its subsidiaries, nor any tax liens whether existing or inchoate on any of the assets of the Company or any of its subsidiaries, except for current year taxes not presently due and payable. No IRS or foreign, state, county or local tax audit is currently in progress. Neither the Company nor any of its subsidiaries has waived the expiration of the statute of limitations with respect to any taxes. There are no outstanding requests by the Company or any of its Subsidiaries for any extension of time within which to file any tax return or to pay taxes shown to be due on any tax return. (n) The Company maintains limited operations and does not employ any employees and does not maintain any employee benefit or stock option plans. (o) Except as set forth in Schedule 5(o), since September 30, 2004, there has not been any event or condition of any character which has adversely affected, or may be expected to adversely affect, the Company’s business or prospects, including, but not limited to any adverse change in the condition, assets, liabilities (existing or contingent) or business of the Company from that shown in the financial statements of the Company included in its quarterly report on Form 10-QSB filed for the quarter ended September 30, 2004. (p) The Company has complied in all material respectsrespects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all governmental authorities, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any failure so to comply. To the knowledge of any Seller, neither the Company, nor any officer, director, employee, consultant or agent of the Company has made, directly or indirectly, any payment or promise to pay, or gift or promise to give or authorized such a promise or gift, of any money or anything of value, directly or indirectly, to any governmental official, customer or supplier for the purpose of influencing any official act or decision of such official, customer or supplier or inducing him, her or it to use his, her or its influence to affect any act or decision of a governmental authority or customer, under circumstances which could subject the Company or any officers, directors, employees or consultants of the Company to administrative or criminal penalties or sanctions. (q) No representation or warranty by the Company in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally hereby represents and warrants to each Underwriter as of the date hereof and Purchaser as of the Closing Date (unless otherwise specified) as followsDate: (a) Such Seller has been is duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth jurisdiction of Virginia or its organization and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each State in which a Mortgaged Property is located if the federal laws of such state require licensing or qualification in order to conduct business of the United States, type conducted by such Seller and to perform its obligations as a Seller hereunder; such Seller has the case may be. Such Seller has, in all material respects, full power and authority to own its properties execute and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and to perform in accordance herewith; the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered action; this Agreement is the valid, binding and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding enforceable obligation of such Seller; and all requisite action has been taken by such Seller to make this Agreement valid, binding and enforceable against such Seller in accordance with its terms, except subject to the extent that the enforceability thereof may be subject to effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or and other similar laws now or hereafter in effect relating to creditors’ or affecting creditors rights generally or the application of equitable principles in general any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any Federal, State or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Seller makes no such representation or warranty), that are necessary in connection with the origination of the Mortgage Loans and the rights execution and delivery by such Seller of creditors of state banking corporations this Agreement, have been duly taken, given or federal savings banksobtained, as applicablethe case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other documents on the part of such Seller and the performance by such Seller of its obligations as such laws would apply a Seller under this Agreement; (c) The consummation of the transactions contemplated by this Agreement will not result in the event breach of any terms or provisions of the insolvencybylaws of such Seller or result in the breach of any term or provision of, liquidation or reorganization conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other similar occurrence with respect material instrument to which such Seller or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which such Seller or its property is subject; (d) There is no action, suit, proceeding or investigation pending or, to the best of such Seller's knowledge, threatened against such Seller that, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller or in any material impairment of the event right or ability of such Seller to carry on its business substantially as now conducted, or in any material liability on the part of such Seller or that would draw into question the validity of this Agreement or the Mortgage Loans or of any moratorium action taken or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required be taken in connection with the transfer obligations of such Seller contemplated herein, or which would be likely to impair materially the ability of the Receivables Seller to perform under the terms of this Agreement; (e) Such Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Seller or its properties or might have consequences that would materially and adversely affect its performance hereunder; (f) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date.jurisdiction; (g) The Master Trust Such Seller is solvent and such Seller will not now, and following the issuance be rendered insolvent as a result of the Collateral Certificate, will not be, required transfer of the Mortgage Loans to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”).Purchaser; and (h) The representations origination and warranties of collection practices used by such Seller in the Pooling with respect to each Mortgage Note and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct Mortgage have been in all material respectsrespects legal, proper, prudent and customary in the home equity line of credit loan origination and servicing business.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) Such Seller has been It is a corporation duly organized incorporated and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth its jurisdiction of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementincorporation, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (every jurisdiction where the nature of its business requires it to be so qualified except with respect to where the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to be so qualify or obtain such licenses and approvals (i) qualified would not have a material adverse effect on the operations or financial condition of such Seller and or its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementperform its obligations hereunder. (b) The execution, delivery and performance by such Seller it of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling other documents to be delivered by it hereunder, including the sale of Receivables hereunder and Servicing Agreement (in the case its use of the Bank)proceeds of Purchases, and the consummation of the transactions contemplated hereby and thereby (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action on the part action, (iii) do not contravene (1) its articles of such Seller. Neither the execution and delivery by such Seller of such instrumentsincorporation, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i2) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rulerule or regulation applicable to it, regulation(3) any contractual restriction binding on or affecting it or its property or (4) any order, writ, judgment, award, injunction or decree or order binding on such Seller or affecting it or its propertiesproperty, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or and (iv) do not result in or require the creation or imposition of any lien, charge Adverse Claim upon or encumbrance upon with respect to any of such Seller’s property its properties (except for the transfer of its interest in the Applicable Transferred Receivables pursuant to the terms of any such indenture, mortgage, contract or other instrumentthis Agreement). This Agreement has been duly executed and delivered by it. (c) Such Seller has duly executed No authorization or approval or other action by, and delivered no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement and or any other document to be delivered by it hereunder, except for the applicable Terms Agreementfiling of UCC financing statements which are referred to herein. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase This Agreement constitutes a the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the as enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) Each sale of Receivables made by such Seller pursuant to this Agreement will constitute a valid sale, transfer, and assignment of the Applicable Transferred Receivables to general principles the Purchaser, enforceable against creditors of, and purchasers from, such Seller. Following each such sale such Seller shall have no remaining property interest in any Applicable Transferred Receivable except to the extent that it repurchases or replaces any such Applicable Transferred Receivable pursuant to Section 2.04(b). (f) There is no pending or, to such Seller's actual knowledge, threatened action or proceeding affecting any Seller or any of equity. All approvals, authorizations, consents, orders or other actions of their respective Subsidiaries before any court, governmental agency or body arbitrator which would reasonably be expected to materially adversely affect the financial condition or official (except operations of any Seller or the ability of any Seller to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement. No Seller is in default with respect to the securities laws any order of any foreign jurisdiction court, arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not individually or in the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant aggregate material to the applicable Receivables Purchase Agreement, have been business or will be taken or obtained on or before the Closing Dateoperations of any Seller. (g) No proceeds of any Purchase will be used by it to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) All written factual information and each exhibit, financial statement, document, book, record or report furnished by the Sellers to the Purchaser in connection with this Agreement, taken as a whole, and each representation or warranty by or on behalf of the Seller contained herein, is accurate in all material respects as of its date (except as otherwise disclosed in writing to the Purchaser at such time), and no such document contains any untrue statement of a material fact which would render any such information, when taken as a whole, to be misleading. (i) The Master Trust transfers of Applicable Transferred Receivables by such Seller to the Purchaser pursuant to this Agreement, and all other transactions between such Seller and the Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Seller. (j) Each Applicable Transferred Receivable, together with the Related Security, is owned (prior to its sale hereunder) by such Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a Purchase, the Purchaser shall acquire a valid and perfected first priority ownership interest of each such Applicable Transferred Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no effective financing statement or other instrument similar in effect covering any Applicable Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Purchaser or the Administrative Agent in accordance with this Agreement or the Receivables Purchase Agreement (each as defined in Schedule II to the Receivables Purchase Agreement) or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser (other than any financing statement identified in Schedule II to the Receivables Purchase Agreement). (k) As at the date of this Agreement, and save as referenced to in Section 3.01(j) above, no effective financing statement or other similar instrument covering any Applicable Transferred Receivable or the Related Security or Collections thereof is on file in any recording office except those specifically identified in Schedule III to the Receivables Purchase Agreement (which, for the avoidance of doubt, shall be subject to partial discharges pursuant to section 3.01(c) and (l) of the Receivables Purchase Agreement). (l) It has complied in all material respects with the Credit and Collection Policy in regard to each Applicable Transferred Receivable and the relevant Contract. (m) It is not now, and following an "investment company" or a company "controlled" by an "investment company" within the issuance meaning of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended amended. (n) It is Solvent, the “1940 Act”transactions contemplated by this Agreement will not impair such Solvent state, and it has an adequate amount of capital to conduct its business in the ordinary course and to carry out its obligations hereunder. It is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official with respect to it or any of its assets. (o) It has filed or caused to be filed all material tax returns which, to its knowledge, are required to be filed. It has paid or made adequate provisions for the payment of all material taxes and all material assessments made against it or any of its property (other than any amount of taxes the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on its books), and no material tax lien has been filed and, to its knowledge, no claim is being asserted, with respect to any such tax, fee or other charge. (p) The correct legal name, jurisdiction of organization, tax identification number and chief executive office of such Seller are (i) set out next to its name on Exhibit B hereto or, if such Seller is Additional Seller, (ii) set out in Section 2 of its Accession Agreement pursuant to Section 8.03(c). (hq) In the event that the transfer of Receivables from any Seller to the Purchaser is not treated as a sale of such Receivables and the proceeds thereof, this Agreement shall be deemed to create a valid and continuing security interest (as defined in the UCC) in the Receivables Collateral in favour of the Purchaser, which security interest shall rank prior to any other Adverse Claims, and is enforceable as such as against the creditors of and purchasers from the Seller. (r) The representations and warranties Receivables Collateral constitutes "accounts" within the meaning of such Seller the UCC. (s) The Sellers have caused or will cause, within ten days of the date of this Agreement, the filing of all appropriate financing statements in the Pooling and Servicing Agreement (proper filing office in the case appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables Collateral granted to the Purchaser hereunder. (t) Other than any security interest granted or to be granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the BankReceivables Collateral. (u) and the applicable Receivables Purchase Agreement are true and correct in all No Seller is aware of any material respectstax lien filings against it.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each (a) The Initial Seller severally hereby represents and warrants to each Underwriter as the Issuer on behalf of the date hereof Certificateholders and the Indenture Trustee on behalf of the Noteholders, the Securities Administrator and the Master Servicer that, as of the Closing Date (unless otherwise specified) or as followsof such date specifically provided herein: (ai) Such the Initial Seller has been is duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing as a corporation under the laws of the Commonwealth State of Virginia or Delaware and is and will remain in compliance with the federal laws of each state in which any Mortgaged Property is located to the United States, as extent necessary to fulfill its obligations hereunder; (ii) the case may be. Such Initial Seller has, in all material respects, full has the power and authority to own its properties and conduct its business as described in the Prospectushold each Mortgage Loan, and to sell each Mortgage Loan, to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementperform, and to consummate the enter into and consummate, all transactions contemplated by this Agreement. The Initial Seller has duly authorized the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and this Agreement, assuming due authorization, execution and delivery by the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31other parties hereto, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such the Initial Seller, enforceable against such Seller it in accordance with its terms, terms except to the extent that as the enforceability thereof may be subject to limited by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation insolvency or reorganization or other similar occurrence laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Initial Seller and the performance of and compliance with the terms of this Agreement will not violate the Initial Seller's certificate of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Initial Seller is a party or which may be applicable to the Initial Seller or its assets; (iv) the Initial Seller is not in violation of, and the execution and delivery of this Agreement by the Initial Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to such to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Initial Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Initial Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Initial Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every one of its covenants contained in this Agreement; (vi) the event Initial Seller had good, marketable and indefeasible title to the Mortgage Loans, free and clear of any moratorium and all liens, pledges, charges or similar occurrence affecting such security interests of any nature encumbering the Mortgage Loans and upon the payment of the purchase price under the TMFI Mortgage Loan Purchase Agreement by the Seller, the Seller acquired good and marketable title to general principles the Mortgage Notes and Mortgage Loans, free and clear of equity. All approvalsall liens or encumbrances; (vii) the Mortgage Loans were not transferred by the Initial Seller with any intent to hinder, authorizationsdelay or defraud any creditors of the Initial Seller; (viii) there are no actions or proceedings against, consents, orders or other actions of investigations known to it before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans to the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Initial Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Initial Seller of, or official compliance by the Initial Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (except with respect x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Initial Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Initial Seller to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables Seller pursuant to the applicable Receivables TMFI Mortgage Loan Purchase Agreement, have been Agreement are not subject to the bulk transfer or will be taken or obtained on or before the Closing Dateany similar statutory provisions. (gb) The Seller hereby represents and warrants to the Issuer on behalf of the Certificateholders, the Indenture Trustee on behalf of the Noteholders, the Securities Administrator and the Master Trust Servicer that, as of the Closing Date or as of such date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller's certificate of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not nowin violation of, and following the issuance execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Collateral CertificateSeller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, will nor does it have any reason or cause to believe, that it cannot beperform each and every covenant contained in this Agreement; (vi) the Seller had good, required marketable and indefeasible title to be registered the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the purchase price under the Investment Company Act SAMI Mortgage Loan Purchase Agreement by the Depositor, the Depositor will have acquired good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of 1940, as amended (the “1940 Act”).all liens or encumbrances; (hvii) the Mortgage Loans were not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans to the Depositor or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor pursuant to the SAMI Mortgage Loan Purchase Agreement are not subject to the bulk transfer or any similar statutory provisions. The representations and warranties of such the Initial Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true Seller set forth in this Section 2.08 shall survive the Closing Date and correct in all material respectsshall not be waived.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally hereby represents and warrants to each Underwriter as of the date hereof and Purchaser as of the Closing Date (unless otherwise specified) as followsDate: (a) Such Seller has been is duly organized organized, validly existing, and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth jurisdiction of Virginia or its organization and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each State in which a Mortgaged Property is located if the federal laws of such state require licensing or qualification in order to conduct business of the United States, type conducted by such Seller and perform its obligations as a Seller hereunder; such Seller has the case may be. Such Seller has, in all material respects, full power and authority to own its properties execute and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and to perform in accordance herewith; the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on action; this Agreement is the part valid, binding and enforceable obligation of such Seller; and all requisite action has been taken by such Seller to make this Agreement valid, binding and enforceable upon such Seller in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. Neither under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Seller makes no such representation or warranty), that are necessary in connection with the execution and delivery by such Seller of such instrumentsthis Agreement, nor have been duly taken, given or obtained, as the performance by such Seller case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions herein or therein contemplated, nor the compliance con templated by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized other documents on the conveyance part of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.the

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally hereby represents and warrants to each Underwriter as the Trust and the Trustee on behalf of the date hereof and Certificateholders that as of the Closing Date (unless otherwise specified) or as followsof such date specifically provided herein: (ai) Such The Seller has been is duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under and has the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, assets and to execute, deliver and perform transact the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (business in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is currently engaged. The Seller is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and (a) its subsidiariesbusiness, taken as a wholeproperties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the related Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Master Servicer. (ii) would have a material adverse effect on such Seller’s ability The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated by hereunder and has taken all necessary action to authorize the applicable Receivables Purchase Agreementexecution, the Pooling delivery and Servicing performance of this Agreement (in the case which is part of the Bank)its official records. When executed and delivered, this Agreement will constitute the Seller's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally and the applicable Terms Agreementrights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (biii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance by such Seller of this Agreement, Agreement by the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) not conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any provision of any existing law or regulation or any order or decree of any court applicable to the provisions Seller or any of the Articles its properties or any provision of Incorporation its articles of incorporation, charter or Byby-laws of such Sellerlaws, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its propertiesconstitute a material breach of, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains any such indentureuntrue statement of a material fact or omits to state any material fact necessary to make the certificate, mortgage, contract statement or other instrumentreport not misleading. (cvi) Such Seller has duly executed and delivered The transactions contemplated by this Agreement and are in the applicable Terms Agreementordinary course of the Seller's business. (dvii) Such The Seller has authorized is not insolvent, nor will the conveyance Seller be made insolvent by the transfer of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral Mortgage Loans to the Company under Depositor, nor is the applicable Receivables Purchase AgreementSeller aware of any pending insolvency of the Seller. (eviii) The Bank has delivered to Seller is not in violation of, and the Representatives complete execution and correct copies delivery of publicly available portions this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the Seller's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies any of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005its duties hereunder. (fix) Each of There are no actions or proceedings against the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with or pending or, to its termsknowledge, except to the extent that the enforceability thereof may be subject to bankruptcythreatened, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of before any court, governmental administrative agency or body or official (except with respect other tribunal; nor, to the securities laws Seller's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any foreign jurisdiction of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller's ability to perform any of its respective obligations under, or the state securities validity or Blue Sky laws of various jurisdictions)enforceability of, required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase this Agreement, have been or will be taken or obtained on or before the Closing Date. (gx) The Master Trust is Seller did not nowtransfer the related Mortgage Loans to the Depositor with any intent to hinder, and following the issuance delay or defraud any of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”)its creditors. (hxi) The representations Seller acquired title to the related Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and warranties of such Seller in the Pooling and Servicing Agreement (in the case conveyance of the Bank) related Mortgage Notes and the related Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable Receivables Purchase Agreement are true and correct in all material respectsjurisdiction.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon (1) ContiMortgage hereby represents, warrants and covenants to the execution of Trustee, the applicable Terms Agreement, each Seller severally represents Certificate Insurer and warrants to each Underwriter the Owners that as of the date hereof and as of the Closing Date (unless otherwise specified) as followsStartup Day: (a) Such Seller has been ContiMortgage is a corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of the Commonwealth of Virginia its business, or the federal laws of the United Statesproperties owned or leased by it, as the case may bemake such qualification necessary. Such Seller has, in ContiMortgage has all material respects, full requisite corporate power and authority to own and operate its properties and conduct properties, to carry out its business as described in the Prospectus, presently conducted and as proposed to be conducted and to execute, deliver enter into and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), discharge its obligations under this Agreement and the applicable Terms Agreement, and other Operative Documents to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementparty. (b) The execution, execution and delivery and performance by such Seller of this Agreement, Agreement by ContiMortgage and its performance and compliance with the applicable Terms Agreement, the applicable Receivables Purchase terms of this Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution ContiMortgage and delivery by such Seller will not violate ContiMortgage's Certificate of such instrumentsIncorporation or Bylaws or constitute a default (or an event which, nor the performance by such Seller with notice or lapse of the transactions herein time, or therein contemplatedboth, nor the compliance by such Seller with the provisions hereof or thereofwould constitute a default) under, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenturecontract, mortgage, agreement, contract agreement or other instrument to which such Seller ContiMortgage is a party or by which it ContiMortgage is boundbound or violate any statute or any order, rule or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions regulation of any court, governmental agency or body or official other tribunal having jurisdiction over ContiMortgage or any of its properties. (c) This Agreement and the other Operative Documents to which ContiMortgage is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiMortgage, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiMortgage is not in default with respect to the securities laws any order or decree of any foreign jurisdiction court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiMortgage or its properties or the state securities consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (e) No litigation is pending with respect to which ContiMortgage has received service of process or, to the best of ContiMortgage's knowledge, threatened against ContiMortgage which litigation might have consequences that would prohibit its entering into this Agreement or Blue Sky laws any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of various jurisdictions)ContiMortgage or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (f) No certificate of an officer, required statement furnished in connection with the transfer of the Receivables writing or report delivered pursuant to the applicable Receivables Purchase Agreementterms hereof by ContiMortgage contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, have been statement or will be taken or obtained on or before the Closing Datereport not misleading. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller statements contained in the Pooling and Servicing Agreement (Registration Statement which describe ContiMortgage or matters or activities for which ContiMortgage is responsible in accordance with the case of the Bank) and the applicable Receivables Purchase Agreement Operative Documents or which are attributable to ContiMortgage therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiMortgage required to be stated therein or necessary to make the statements contained therein with respect to ContiMortgage, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiMortgage that materially adversely affects or in the future may (so far as ContiMortgage can now reasonably foresee) materially adversely affect ContiMortgage or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate delivered by ContiMortgage to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate free and clear of any lien, charge, mortgage, encumbrance or rights of others, except as set forth in Section 3.04 (b) (ix) (other than liens which will be simultaneously released). (i) Neither ContiMortgage nor any affiliate thereof will report on any financial statement any part of the Servicing Fee as an adjustment to the sales price of the Home Equity Loans. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which ContiMortgage makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by ContiMortgage of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of ContiMortgage and the performance by ContiMortgage of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (k) The origination practices used by ContiMortgage with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage lending business. (l) The transactions contemplated by this Agreement are in the ordinary course of business of ContiMortgage. (m) ContiMortgage is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans, nor is ContiMortgage aware of any pending insolvency. (n) The transfer, assignment and conveyance of the Notes and the Mortgages by ContiMortgage hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (o) ContiMortgage is not transferring the Home Equity Loans to the Depositor with any intent to hinder, delay or defraud its creditors. It is understood and agreed that the representations and warranties set forth in this Section 3.03(1) shall survive delivery of the respective Home Equity Loans to the Trustee. Upon discovery by any of the Servicer, any Sub-Servicer, either Seller, the Certificate Insurer or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.03 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. ContiMortgage hereby covenants and agrees that within 60 days of its discovery or its receipt of notice of breach, it shall cure such breach in all material respects or, with respect to a breach of clause (h) above, ContiMortgage may (or may cause an affiliate of ContiMortgage to) on the Monthly Remittance Date -44- next succeeding such discovery or receipt of notice (i) if such monthly Remittance Date is within two years following the Startup Day substitute in lieu of any Home Equity Loan not in compliance with clause (h) a Qualified Replacement Mortgage and, if the outstanding principal amount of such Qualified Replacement Mortgage as of the applicable Replacement Cut-Off Date is less than the Loan Balance of such Home Equity Loan as of such Replacement Cut-Off Date, deliver an amount equal to such difference together with the aggregate amount of (A) all Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan and (B) all Delinquency Advances and Servicing Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan (a "Substitution Amount") to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan from the Trust at the Loan Purchase Price, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. Notwithstanding any provision of this Agreement to the contrary, with respect to any Home Equity Loan which is not in default or as to which no default is imminent, no repurchase or substitution pursuant to Section 3.03, 3.04 or 3.06 shall be made unless ContiMortgage obtains for the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters to the effect that such a repurchase or substitution would not constitute a Prohibited Transaction for the Trust or any REMIC therein or otherwise subject the Trust or any REMIC therein to tax and would not jeopardize the status of any REMIC therein as a REMIC (a "REMIC Opinion") addressed to the Trustee and the Certificate Insurer and acceptable to the Trustee and the Certificate Insurer. Any Home Equity Loan as to which repurchase or substitution was delayed pursuant to this Section shall be repurchased or substituted for (subject to compliance with Sections 3.03, 3.04 or 3.06, as the case may be) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Home Equity Loan and (b) receipt by the Trustee and the Certificate Insurer of a REMIC Opinion. (2) ContiWest hereby represents, warrants and covenants to the Trustee, the Certificate Insurer and the Owners that as of the Startup Day: (a) ContiWest is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it, make such qualification necessary. ContiWest has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement by ContiWest and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of ContiWest and will not violate ContiWest's Certificate of Incorporation or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which ContiWest is a party or by which ContiWest is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over ContiWest or any of its properties. (c) Agreement and the other Operative Documents to which ContiWest is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiWest, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiWest is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiWest or its properties or the consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (e) No litigation is pending with respect to which ContiWest has received service of process or, to the best of ContiWest's knowledge, threatened against ContiWest which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of ContiWest or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by ContiWest contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe ContiWest or matters or activities for which ContiWest is responsible in accordance with the Operative Documents or which are attributable to ContiWest therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiWest required to be stated therein or necessary to make the statements contained therein with respect to ContiWest, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiWest that materially adversely affects or in the future may (so far as ContiWest can now reasonably foresee) materially adversely affect ContiWest or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate delivered by ContiWest to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate free and clear of any lien, charge, mortgage, encumbrance or rights of others, except as set forth in Section 3.04 (b) (ix) (other than liens which will be simultaneously released). (i) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securiti

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants as to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) itself as follows: (a) Such Seller has been is a corporation duly organized and is incorporated, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, jurisdiction set forth in Exhibit F hereto (as the case may be. Such Seller has, modified in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bankaccordance herewith), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business business, and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions)standing, in each every jurisdiction in which where the nature of its business requires it to be so qualified, unless the failure to so qualify or obtain such licenses and approvals (i) would not have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms AgreementMaterial Adverse Effect. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling other documents to be delivered by it hereunder, including such Seller’s sale and Servicing Agreement (in the case contribution of Receivables hereunder and such Seller’s use of the Bank)proceeds of Purchases, and the consummation of the transactions contemplated hereby and thereby (i) are within such Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) such Seller’s charter or by-laws, (2) any law, rule or regulation applicable to such Seller, (3) any material contractual restriction binding on or affecting such Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller or its property, and (iv) do not result in or require the part creation of any lien, security interest or other Adverse Claim, charge or encumbrance upon or with respect to any of its properties (except for the transfer of such Seller’s interest in the Transferred Receivables pursuant to this Agreement). Neither the execution This Agreement has been duly executed and delivery delivered by such Seller of such instrumentsSeller. (c) No authorization or approval or other action by, nor and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreementor any other document to be delivered by it hereunder. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase This Agreement constitutes a the legal, valid and binding obligation of such Seller, Seller enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and affecting the rights of creditors of state banking corporations generally and general equitable principles (whether considered in a proceeding at law or federal savings banksin equity). (e) Sales and contributions made pursuant to this Agreement will constitute a valid sale, as applicabletransfer, as such laws would apply in the event and assignment of the insolvencyTransferred Receivables to the Purchaser, liquidation enforceable against creditors of, and purchasers from, such Seller. Such Seller shall have no remaining property interest in any Transferred Receivable. (f) Any inventory or reorganization goods acquired by such Seller from ACCC are acquired free and clear of any Adverse Claim created by or other similar occurrence with respect arising through ACCC. Such acquisitions of inventory or goods from ACCC do not contravene any law, rule or regulation applicable to ACCC, any contractual restriction binding on or affecting ACCC or its property or any order, writ, judgment, award, injunction or decree binding on or affecting ACCC or its property. (g) There is no pending or, to such Seller’s knowledge, threatened action, investigation or proceeding affecting such Seller or in the event any of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of its subsidiaries before any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, arbitrator which may have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”)a Material Adverse Effect. (h) No proceeds of any Purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (i) No transaction contemplated hereby requires compliance with any bulk sales act or similar law (other than the Bulk Sales Act (Newfoundland and Labrador)). (j) Each Receivable characterized in any Seller Report as an Eligible Receivable is, as of the date of such Seller Report, an Eligible Receivable. Each Transferred Receivable, together with the Related Security, is owned (immediately prior to its sale or contribution hereunder) by such Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a Purchase it shall acquire valid and perfected first priority ownership of each Purchased Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no effective financing statement or other instrument similar in effect covering any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Purchaser in accordance with this Agreement or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser. (k) Each Seller Report (if prepared by such Seller, or to the extent that information contained therein is supplied by such Seller), including the calculations therein, and all information, exhibits, financial statements, documents, books, records or reports furnished or to be furnished at any time by such Seller to the Purchaser in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (l) The representations U.S. Seller is located in the jurisdiction of incorporation set forth for such Seller in Exhibit F hereto for the purposes of Section 9-307 of the UCC as in effect in the State of New York; and warranties the office in the jurisdiction of incorporation of such Seller in which a UCC financing statement is required to be filed in order to perfect the Pooling security interest granted by such Seller hereunder is set forth in Exhibit F hereto (as modified in accordance herewith). The Canadian Seller is located in the jurisdiction of its chief executive and Servicing Agreement registered office set forth in Exhibit F hereto (as modified in accordance herewith) for purposes of Section 9-307 of the UCC as in effect in the State of New York; and the offices in which PPSA financing statements or other applicable registrations are required to be filed in order to perfect the security interest granted by the Canadian Seller hereunder are set forth in Exhibit F hereto, in each case as such Exhibit F may be modified in accordance herewith. The office where each Seller keeps its records concerning the Transferred Receivables is located (and has been located for the five years prior to the date of this Agreement, except as set forth on Exhibit F hereto) at the address or addresses referred to in Section 5.01(b). The principal place of business and chief executive office of the U.S. Seller, the principal place of business and chief executive and registered office of the Canadian Seller and the office where each Seller keeps its records concerning the Receivables are located (and have been located for the five years prior to the date of this Agreement) at the address or addresses set forth in Exhibit F hereto. Neither Seller has changed its name, or, in the case of the BankCanadian Seller, had any other name (including French names) during the five years prior to the date of this Agreement, except as set forth in Exhibit F hereto, as modified in accordance herewith. (m) The names and addresses of all the Deposit Banks, together with the post office boxes and account numbers of the Lock-Boxes and Deposit Accounts at such Deposit Banks, are specified in Exhibit B (as the same may be amended from time to time pursuant to Section 5.01(g)). The Lock-Boxes and Deposit Accounts are the only post office boxes and accounts into which Collections of Receivables are deposited or remitted. (n) Such Seller is not known by and does not use any tradename or doing-business-as name. (o) With respect to any programs used by such Seller in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Servicer pursuant to Section 6.01 so that such new Servicer shall have the benefit of such programs (it being understood that, however, the Servicer, if other than such Seller, shall be required to be bound by a confidentiality agreement reasonably acceptable to such Seller). (p) The transfers of Transferred Receivables by such Seller to the Purchaser pursuant to this Agreement, and all other transactions between such Seller and the applicable Receivables Purchase Agreement are true Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Seller. (q) Such Seller has (i) timely filed all Canadian or U.S. federal tax returns required to be filed, (ii) timely filed all other material state, provincial and local tax returns and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with Canadian generally accepted accounting principles). (r) No Receivable originated by the Canadian Seller, the Obligor of which has a billing address in Canada, was issued for an amount in excess of the fair market value of the merchandise, insurance or services provided by the Canadian Seller to which such Receivable relates. (s) No Contract or any other books, records or other information relating to any Receivable originated by the Canadian Seller, the Obligor of which has a billing address in Canada, contain any “personal information” as defined in, or any other information regulated under (i) the Personal Information Protection and Electronic Documents Act (Canada), or (ii) any other similar statutes of Canada or any province in force from time to time which restrict, control, regulate or otherwise govern the collection holding, use or communication of information. (t) The Insurance Policy has been validly issued by the Insurer to ACI and is, on the date hereof, in full force and effect. All statements made by ACI in the application for the Insurance Policy were true, correct and complete in all material respectsrespects when made. As of the date hereof, all the premiums due on December 10, 2007 under the Insurance Policy for the policy period ended August 31, 2007 have been paid. ACI has performed all of its duties under the Insurance Policy and has timely filed all claims payable thereunder in such form as is required by the Insurer. The Insurance Policy has not been amended, supplemented or otherwise modified except as permitted by Section 6.02(a), and ACI has not waived any of its rights thereunder. (u) The Canadian Seller is a resident of Canada for purposes of the Income Tax Act (Canada). (v) Such Seller has marked its master data processing records, including master data processing records evidencing Receivables arising out of the sale of lumber, evidencing Receivables with a legend evidencing that the Transferred Receivables have been sold or contributed in accordance with this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon The Sellers, jointly and severally, represent and warrant to Buyer that except as set forth on the execution of Disclosure Schedule attached as Schedule G, attached hereto and incorporated herein (which Disclosure Schedule makes explicit reference to the applicable Terms Agreementparticular representation or warranty as to which exception is taken, which in each Seller severally represents case shall constitute the sole representation and warrants warranty as to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:which such exception shall apply): (a) Such Seller has been duly organized The Assets as currently used and is validly existing as a Virginia banking corporation in effect do not violate any applicable federal, state, local, or a federal savings bankother governmental law, as ordinance, or regulation, or any applicable private restriction or agreement material to the case may be, in good standing under the laws operation of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the ProspectusSellers' business, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case Sellers are not aware of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from any such requirements), and has obtained all necessary violations that are material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement.Sellers' business; and (b) Subject to the required consents listed on Schedule G, the conveyance and/or assignment of the Assets to Buyer will not violate any applicable federal, state, local or other governmental law, ordinance or regulation, or any applicable private restriction or agreement to which Sellers are bound; and (c) Each of MIC-ME and MIC-NH is a validly formed and legally existing partnership. The executionSellers have the full right, delivery power, and performance by such Seller of authority to execute and deliver this Agreement and to perform their respective obligations hereunder, and to carry out the transactions contemplated in this Agreement, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally. Without limiting the applicable Terms Agreementgenerality of the foregoing, the applicable Receivables Purchase Sellers' general partners and limited partners have taken all action necessary to authorize, and have duly authorized, the execution, delivery, and performance of this Agreement by the Sellers. This Agreement constitutes the valid and the Pooling and Servicing Agreement (in the case legally binding obligation of the Bank)Sellers, enforceable in accordance with these terms and conditions; and (d) Except as set forth on Schedule G, there is no action, litigation, investigation, condemnation, or proceeding of any kind pending or, to the best of Sellers' knowledge and belief, threatened against Sellers or any of the Assets; and (e) Sellers have not received notice of actual or threatened cancellation or suspension of any Certificate of Need or other permit or license issued with respect to any of the Assets; and (f) To the best of Sellers' knowledge and belief, no actions have been taken by Sellers or by any other person or entity which could give rise to: (i) any adverse action regarding the Assets or the operations conducted with such Assets, or (ii) any charge of non-compliance with any applicable federal or state law, rule, ordinance, or regulations; and (g) Subject to the required consents listed in Schedule G, Sellers have good, clear, unencumbered, and marketable title to the Assets, free and clear of all liens, and such title, rights, and interests are freely transferable; and (h) The Assets are fully and adequately insured by policies of insurance for fire and extended coverage risks and liability; and (i) Sellers have delivered or will promptly deliver to Buyer true and correct copies of each of the contracts, leases, and agreements included among the Assets, and all amendments and modifications thereto, and each of such contracts, leases, and agreements is in full force and effect, without any default by any party thereto; and (j) Sellers have not entered into any other contract for the sale of any of the Assets, nor are there any rights of first refusal or options to purchase any of the Assets or any other rights of otherwise that might prevent the consummation of the transactions contemplated hereby provided for in this Agreement; and (k) The fair value of Sellers' assets substantially exceeds, and thereby following the consummation of the purchase and assumption transactions provided for herein, shall substantially exceed Sellers' liabilities, and the transactions provided for herein shall not render either Seller insolvent; and (l) Set forth in Schedule H is a list and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names, and copyrights, and all applications for such, which are in the process of being prepared, are owned by, or are registered in the name of the Sellers or of which the Sellers are licensor or licensee, or in which the Sellers have been duly authorized by all necessary corporate action on any right, and in each case a brief description of the part nature of such right. To the best of Seller's knowledge, the Sellers own or possess adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, and know how (collectively, "INTELLECTUAL PROPERTY") necessary or desirable to the conduct of their businesses as conducted and as proposed to be conducted. Neither No claim is pending or threatened to the effect that the operations of the Sellers infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and there is no basis for any such claim (whether or not pending or threatened). No claim is pending or threatened to the effect that any such Intellectual Property owned or licensed by the Sellers or which the Sellers otherwise have the right to ▇▇▇, is invalid or unenforceable by the Sellers, and there is no known basis for any such claim (whether or not pending or threatened). The Sellers have not granted or assigned to any other person or entity any right to sell or produce the products or proposed products or provide the services or proposed services of the Sellers. No officer, director, shareholder, partner, or employee of the Sellers has an ownership interest in any of the trademarks, patents, or other rights set forth in Schedule H; and (m) Subject to the required consents listed on Schedule G, neither the execution and delivery by such Seller of such instruments, this Agreement nor the performance by such Seller consummation of the transactions herein or therein contemplated, nor the fulfillment of or compliance by such Seller with the terms and provisions hereof does or thereof, will will: (i) conflict with constitute a default, breach, violation, or result in a breach grounds for termination of any material agreement to which Sellers or any physician providing services as an independent contractor or employee of the material terms and provisions ofSellers (hereinafter referred to as "Physician") is a party, or constitute a any material default underlicense, any of the provisions of the Articles of Incorporation permit, or By-laws of such Seller, other governmental authorization issued to Sellers or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge charge, or encumbrance upon any of the Assets; and (n) Sellers have paid or made appropriate accruals for the payment of all taxes, assessments, fees, and other governmental charges upon any of their properties and assets required to have been paid or accrued by them as of the Closing Date (including, without limitation, all income, withholding, excise, unemployment, social security, occupation, franchise, property, and import taxes, duties, or charges, and all deficiency assessments, penalties, and interest in respect thereof) and Sellers shall pay all such Seller’s amounts on or before the appropriate due date; and (o) Sellers do not know of any material adverse condition or material problem with any item of tangible property pursuant included in the Assets and all such tangible property included in the Assets is in good working condition; and (p) Except as disclosed in the Schedules hereto, there are no written or verbal employment agreements, commitments or understandings, and all personnel are employed "at-will"; and (q) The employee relations of Sellers are good. There is no pending or, to the terms best of Sellers' knowledge, threatened employee strike, work stoppage or labor dispute. No union representation question exists respecting any such indentureemployees of Sellers. No collective bargaining agreement exists or is currently being negotiated by Sellers, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there no demand has been no material adverse change in the condition (financial made for recognition by a labor organization by or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller any employees of Sellers is taking place, and none of the employees of Sellers is represented by any labor union or organization. There is no unfair practice claim against Sellers before the National Labor Relations Board, or any strike, dispute, slowdown, or stoppage pending or threatened against or involving Sellers and none has occurred. Sellers are in the event compliance with all federal and state laws respecting employment and employment practices, terms and conditions of employment, and wage and hours including compliance with any moratorium or similar occurrence affecting such Seller Internal Revenue Service guidelines on employees and to general principles of equityindependent contracts. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except Sellers have complied with all requirements with respect to the securities laws employment of any foreign jurisdiction person who is not a citizen of the United States. Sellers are not engaged in any unfair labor practices (as defined in federal and state labor laws). There are no pending or the state securities threatened equal employment opportunity claims, wage and hour claims, unemployment compensation claims, or Blue Sky laws workers' compensation claims against or involving Sellers; and (r) The accounts receivable of various jurisdictions), required in connection Sellers included with the transfer of the Receivables pursuant to the applicable Receivables Purchase AgreementCurrent Assets are good and collectable, have been or and Sellers will be taken or obtained on or before able to collect one million dollars ($1,000,000) of such accounts receivable between the Closing DateDate and the date ninety (90) days from the Closing Date for deposit in the escrow account referenced in Section 16 herein. (gs) The Master Trust is not nowTo the best knowledge of the Sellers, the Sellers and their officers, directors, shareholders, partners, and following employees, and persons who provide professional services under agreements with the issuance Sellers, have not engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. S 1320a-7b, or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations or which are prohibited by rules of professional conduct; and (t) No representation or warranty by the Collateral CertificateSellers in this Agreement, will not beand no exhibit, schedule, or certificate furnished or to be furnished by the Sellers pursuant hereto contains any untrue statement of a fact, or omits to state a fact required to be registered under stated therein or necessary to make the Investment Company Act statements contained herein not misleading. There is no fact of 1940which the Sellers are aware which has not been disclosed in writing to Buyer, as amended (which adversely affects Sellers, or which they believe would adversely affect the “1940 Act”)businesses, prospects, financial condition, operations, properties, or affairs of Sellers. (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) Such Seller has been is a corporation duly organized and is incorporated, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth its jurisdiction of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementincorporation, and is duly qualified to do business business, and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions)standing, in each every jurisdiction in which failure where the nature of its business requires it to be so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementqualified. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling other documents to be delivered by it hereunder, including such Seller's sale of Receivables hereunder and Servicing Agreement (in the case such Seller's use of the Bank)proceeds of Purchases, and the consummation of the transactions contemplated hereby and thereby (i) are within such Seller's corporate powers, (ii) have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) such Seller's charter or by-laws, (2) any law, rule or regulation applicable to such Seller, (3) any contractual restriction binding on or affecting such Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller or its property, and (iv) do not result in or require the part creation of any Adverse Claim upon or with respect to any of its properties (except for the transfer of such Seller's interest in the Purchased Receivables pursuant to this Agreement). Neither the execution This Agreement has been duly executed and delivery delivered by such Seller of such instrumentsSeller. (c) No authorization or approval or other action by, nor and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement or any other document to be delivered by it hereunder other than the filing of financing statements and the applicable Terms Agreementsimilar documents as contemplated in Section 5.01(k)(i). (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase This Agreement constitutes a the legal, valid and binding obligation of such Seller, Seller enforceable against such Seller in accordance with its terms, except to the extent that the as enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) Each sale made pursuant to this Agreement will constitute a valid sale, transfer, and assignment of the Purchased Receivables to the Purchaser, enforceable against creditors of, and purchasers from, such Seller. Following each such sale, such Seller shall have no remaining property interest in any Purchased Receivable. (f) The balance sheets of the Sellers' Agent and its consolidated subsidiaries for the most recently ended fiscal year, and the related statements of income and retained earnings of the Sellers' Agent and its consolidated subsidiaries for such fiscal year, copies of which have been furnished to general the Purchaser, fairly present the financial condition of the Sellers' Agent and its subsidiaries as at the date of such balance sheets and the results of the operations of the Sellers' Agent and its consolidated subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since the date of equity. All approvalssuch balance sheets there has been no material adverse change in the business, authorizationsoperations, consents, orders property or financial or other actions condition of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Datesuch Seller. (g) The Master Trust There are no actions, suits or proceedings pending or, to the best knowledge of such Seller, threatened (i) with respect to this Agreement or any documentation executed in connection herewith or the transactions contemplated hereby, (ii) with respect to the Credit Agreement or (iii) that are reasonably likely to materially and adversely affect the business, property, assets, conditions (financial or otherwise) or prospects of Coltec Industries Inc or Coltec Industries Inc and its Subsidiaries (as defined in the Sale Agreement) taken as a whole. Such Seller is not nowin default with respect to any order of any court, arbitration or governmental body, except for defaults that are not material to the business or operation of Coltec Industries Inc and following its Subsidiaries (as defined in the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, Sale Agreement) taken as amended (the “1940 Act”)a whole. (h) No proceeds of any Purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (i) No transaction contemplated hereby requires compliance with any bulk sales act or similar law. (j) Each Purchased Receivable, together with the Related Security, is owned (prior to its sale hereunder) by such Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a Purchase and when a Seller sells a Receivable to the Purchaser, the Purchaser shall acquire a valid and perfected first priority ownership or security interest of each such Purchased Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no effective financing statement or other instrument similar in effect covering any Purchased Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Purchaser in accordance with this Agreement or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser. (k) All written information and each exhibit, financial statement, document, book, record or report furnished by such Seller to the Purchaser in connection with this Agreement is accurate in all material respects as of its date (except as otherwise disclosed in writing to the Purchaser at such time), and no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (l) The representations principal place of business and warranties chief executive office of such Seller and the office where such Seller keeps its records concerning the Purchased Receivables are located at the address or addresses referred to in Section 5.01(b). (m) The names and addresses of all the Pooling and Servicing Agreement (in Lock-Box Banks, together with the case account numbers of the BankLock-Box Accounts at such Lock-Box Banks, are specified in Exhibit C (as the same may be updated from time to time pursuant to Section 5.01(h)), together with a notation indicating which such Lock-Box Accounts will receive collections of Receivables that constitute Securitized Receivables. (n) Except as specified in Schedule 4.01(n), such Seller is not known by and does not use any tradename or doing-business-as name. (o) The transfers of Purchased Receivables by such Seller to the Purchaser pursuant to this Agreement, and all other transactions between such Seller and the applicable Receivables Purchase Agreement are true Purchaser, have been and correct will be made in all material respectsgood faith and without intent to hinder, delay or defraud creditors of such Seller.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants warrants, as to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) itself, as follows: (a) Such Seller has been is a corporation duly organized and is incorporated, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing standing, with respect to Ferro Corporation, under the laws of Ohio, and, with respect to Ferro Electronic, under the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms AgreementDelaware, and is duly qualified to do business business, and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions)standing, in each every jurisdiction in which where the nature of its business requires it to be so qualified, unless the failure to so qualify or obtain such licenses and approvals (i) would not have a material adverse effect on such Seller and its subsidiaries(i) the interests of the Purchaser hereunder, taken as a whole(ii) the collectibility of the Transferred Receivables, or (iiiii) would have a material adverse effect on such Seller’s the ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and Seller or the applicable Terms AgreementCollection Agent to perform their respective obligations hereunder. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling other documents to be delivered by it hereunder, including such Seller's sale and Servicing Agreement (in the case contribution of Receivables hereunder and such Seller's use of the Bank)proceeds of Purchases, and the consummation of the transactions contemplated hereby and thereby (i) are within such Seller's corporate powers, (ii) have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) such Seller's charter or by-laws, (2) any law, rule or regulation applicable to such Seller, (3) any contractual restriction binding on or affecting such Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller or its property, and (iv) do not result in or require the part creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the transfer of such Seller's interest in the Transferred Receivables pursuant to this Agreement). Neither the execution This Agreement has been duly executed and delivery delivered by such Seller of such instrumentsSeller. (c) No authorization or approval or other action by, nor and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreementor any other document to be delivered by it hereunder. (d) Such This Agreement constitutes the legal, valid and binding obligation of such Seller has authorized the conveyance of the Receivables and the conveyance of an interest enforceable against such Seller in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreementaccordance with its terms. (e) The Bank has delivered Sales and contributions made pursuant to the Representatives complete this Agreement will constitute a valid sale, transfer, and correct copies of publicly available portions assignment of the Consolidated Reports Transferred Receivables to Purchaser, enforceable against creditors of, and purchasers from, such Seller. Such Seller shall have no remaining property interest in any Transferred Receivable. (f) The balance sheets of Condition Ferro Corporation and Income of the Bank for the year ended its subsidiaries as at December 31, 20051999, as submitted and the related statements of income and retained earnings of Ferro Corporation and its subsidiaries for the fiscal year then ended, copies of which have been furnished to the Governors Purchaser, fairly present the financial condition of Ferro Corporation and its subsidiaries as at such date and the results of the Federal Reserve System. Except as set forth operations of Ferro Corporation and its subsidiaries for the period ended on such date, all in or contemplated in the Prospectusaccordance with generally accepted accounting principles consistently applied, and since December 31, 1999 there has been no material adverse change in the condition (business, operations, property or financial or otherwise) other condition of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005Ferro Corporation. (fg) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium There is no pending or other similar laws now threatened action or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to proceeding affecting such Seller or in the event any of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of its subsidiaries before any court, governmental agency or body arbitrator which may materially adversely affect the financial condition or official (except with respect to the securities laws operations of such Seller or any foreign jurisdiction of its subsidiaries or the state securities ability of such Seller to perform its obligations under this Agreement or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required any other document to be registered under delivered by it hereunder, or which purports to affect the Investment Company Act legality, validity or enforceability of 1940, as amended (the “1940 Act”)this Agreement or any other document to be delivered by it hereunder. (h) No proceeds of any Purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of' the Securities Exchange Act of 1934. (i) No transaction contemplated hereby requires compliance with any bulk sales act or similar law. (j) Each Receivable purported to be sold by such Seller hereunder is an Eligible Receivable (unless identified by such Seller as not an Eligible Receivable at the time of sale and in each applicable Seller Report), and each such Receivable and each Transferred Receivable, together with the Related Security, is owned (prior to its sale or contribution hereunder) by such Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When Purchaser makes a Purchase it shall acquire valid and perfected first priority ownership of each Purchased Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no effective financing statement or other instrument similar in effect covering any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Purchaser in accordance with this Agreement or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser. (k) Each Seller Report (if prepared by the relevant Seller, or to the extent that information contained therein is supplied by such Seller), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by such Seller to the Purchaser in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (l) The representations principal place of business and warranties chief executive office of the Seller and the office where such Seller keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b). (m) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Exhibit B (as the same may be updated from time to time pursuant to Section 5.01(h)) (n) Such Seller is not known by and does not use any tradename or doing-business-as name. (o) With respect to any programs used by such Seller in the Pooling servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent pursuant to Section 6.01(b) so that such new Collection Agent shall have the benefit of such programs (BEING UNDERSTOOD that, however, the Collection Agent, if other than Ferro Corporation, shall be required to be bound by a confidentiality agreement reasonably acceptable to such Seller) (p) The transfers of Transferred Receivables by such Seller to the Purchaser pursuant to this Agreement, and Servicing Agreement all other transactions between such Seller and the Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Seller. (q) Such Seller has no office or place of business in the case province of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsQuebec, Canada.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants to each Underwriter of the Buyers, as of the date hereof and as of the Closing Date (unless otherwise specified) subject to the provisions of Paragraph 6.09, as follows: (a) Such Seller This Agreement has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power executed and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated delivered by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding legal obligation of such Seller, Seller enforceable against such Seller in accordance with its terms, except to the extent that the as such enforceability thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and affecting the rights of creditors generally or the availability of state banking corporations or federal savings banksspecific performance, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or injunctive relief and other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller equitable remedies and to general principles of equityequity (regardless of whether such principles are considered in a proceeding in equity or at law). (b) Such Seller is a Member of LVGC possessing the rights, privileges, liabilities and obligations specified in the LVGC Agreement and has good, valid and marketable title to the Interest which is to be transferred to the Buyers by such Seller pursuant hereto, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever. (c) Such Seller has the legal capacity to enter into this Agreement and to transfer, convey and sell to the Buyers at the Closing the Interest to be sold by such Seller hereunder and, upon consummation of the purchase and sale contemplated hereby at the Closing, each of the Buyers will acquire from such Seller good, valid and marketable title to the portion of such Interest being sold by such Seller to such Buyer hereunder, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever, with the exception of the consent of the other members of LVGC and the consent required from Clar▇ ▇▇▇nty. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby on the part of such Seller do not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, conflict with or result in the breach of any material terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon the Property by reason of, the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument, order, decree or judgment to which such Seller is a party or which is or purports to be binding upon such Seller or LVGC or which otherwise affects the Property, which will not be discharged, assumed or released at the Closing subject to the conveyance of the White and Webe▇ ▇▇▇erests to Buyers and the terms of the LVGC Agreement and the consent of Clar▇ ▇▇▇nty. All approvalsTo the best of such Seller's knowledge, authorizationsno other action by any federal, consents, orders state or municipal or other actions governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon such Seller in accordance with its terms. No other consent of any courtindividual, governmental agency or body regulatory authority or official (except with respect to the securities laws of any foreign jurisdiction other person or the state securities or Blue Sky laws of various jurisdictions), entity is required in connection with the transfer execution, delivery or performance of this Agreement by such Seller or the consummation by such Seller of the Receivables pursuant transactions contemplated hereby subject to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before conveyance of the Closing DateWhite and Webe▇ ▇▇▇erests to the Buyers. (ge) The Master Trust is not nowNo broker of finder has acted for such Seller in connection with this Agreement or the transactions contemplated hereby, and following the issuance no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of the Collateral Certificatesuch transactions based upon agreements, will not be, required to be registered under the Investment Company Act arrangements or understandings made by or on behalf of 1940, as amended (the “1940 Act”)such Seller. (hf) The representations and warranties Such Seller has actually made all such contributions to the capital of such Seller LVGC as are reflected in the Pooling and Servicing LVGC Agreement (including, without limitation, Section 3.1A thereof) or elsewhere on the books and records of LVGC as having been made or deemed to have been made by such Seller. The $684,000 representing Sellers' aggregate and combined capital account balances as represented in the case Balance Sheet of LVGC as of November 30, 1996 and attached herein as Exhibit H is comprised of $484,000 actual cash consideration contributed to the Bank) LVGC by Sellers, and $200,000 which was credited towards Sellers' LVGC capital accounts for expenses incurred by GCA and Sell▇▇▇ ▇▇▇perties, Inc. prior to the applicable Receivables Purchase Agreement are true and correct in all material respectsformation of LVGC.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) Such Seller has been is a corporation or limited liability company, as applicable, duly organized incorporated or formed, respectively, and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms AgreementDelaware, and is duly qualified to do business business, and is in good standing standing, in every jurisdiction where the nature of its business requires it to be so qualified (or is exempt from such requirements)including without limitation, and has obtained all necessary material licenses and approvals (the State of Delaware) except with respect to the securities laws extent that the failure so to be so qualified would not reasonably be expected to materially adversely affect the collectibility of any foreign jurisdiction the Transferred Receivables or the state securities or Blue Sky laws ability of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and to perform its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), obligations under this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling other documents to be delivered by it hereunder, including such Seller’s sale and Servicing Agreement (in the case of the Bank), Lexmark International) contribution of Receivables hereunder and the consummation such Seller’s use of the transactions contemplated hereby and thereby proceeds of Purchases, (i) are within such Seller’s corporate or limited liability company, as applicable, powers, (ii) have been duly authorized by all necessary corporate action or limited liability company, as applicable, action, (iii) do not contravene (1) such Seller’s charter or by-laws or operating agreement, as applicable, (2) any law, rule or regulation applicable to such Seller, (3) any contractual restriction binding on or affecting such Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller or its property, and (iv) do not result in or require the part creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the transfer of such Seller’s interest in the Transferred Receivables pursuant to this Agreement). Neither the execution This Agreement has been duly executed and delivery delivered by such Seller of such instrumentsSeller. (c) No authorization or approval or other action by, nor and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of this Agreement or any other document to be delivered by it hereunder, or to ensure that the transactions Purchaser will have an undivided ownership interest in and to the Receivables, the Related Security and the Collections which is perfected and prior to all other Adverse Claims, except for the filing of UCC financing statements which are referred to herein or therein contemplated(including, nor without limitation, the compliance by such Seller with the provisions filing of releases of UCC financing statements described in Section 3.01(d) hereof or thereof, will (iand Section 3.01(d) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Sale Agreement). (d) Such This Agreement constitutes the legal, valid and binding obligation of such Seller has authorized the conveyance of the Receivables and the conveyance of an interest enforceable against such Seller in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreementaccordance with its terms. (e) The Bank has delivered Sales and contributions made pursuant to this Agreement will constitute a valid sale, transfer, and assignment of the Transferred Receivables to the Representatives complete Purchaser, enforceable against creditors of, and correct copies purchasers from, such Seller. Such Seller shall have no remaining property interest in any Transferred Receivable. (f) The balance sheets of publicly available portions of the Consolidated Reports of Condition Lexmark International and Income of the Bank for the year ended its subsidiaries as at December 31, 20052012, as submitted and the related statements of income and retained earnings of Lexmark International and its subsidiaries for the fiscal year then ended, copies of which have been furnished to the Governors Purchaser, and the balance sheets of Lexmark International and its subsidiaries as at June 30, 2013, copies of which have been furnished to the Purchaser, in each case, fairly present the financial condition of Lexmark International and its subsidiaries as at such date and the results of the Federal Reserve System. Except as set forth operations of Lexmark International and its subsidiaries for the period ended on such date, all in or contemplated in the Prospectusaccordance with GAAP consistently applied, and since June 30, 2013 there has been no material adverse change in the condition (business, operations, property or financial or otherwise) other condition of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005any Seller. (fg) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium There is no pending or other similar laws now threatened action or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to proceeding affecting such Seller or in the event any of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of its subsidiaries before any court, governmental agency or body arbitrator which may materially adversely affect the financial condition or official (except operations of such Seller or any of its subsidiaries or the ability of any Seller to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement; neither such Seller nor any of its subsidiaries is in default with respect to the securities laws any order of any foreign jurisdiction court, arbitration or the state securities or Blue Sky laws governmental body except for defaults with respect to orders of various jurisdictions), required in connection with the transfer of the Receivables pursuant governmental agencies which defaults are not material to the applicable Receivables Purchase Agreementbusiness or operations of Lexmark International and its Subsidiaries, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”)a whole. (h) The representations use of all funds acquired by such Seller under this Agreement will not conflict with or contravene any of Regulations T, U and warranties X of the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified. (i) No transaction contemplated hereby requires compliance with any bulk sales act or similar law. (j) Each Receivable purported to be sold or contributed, as applicable, by such Seller hereunder is an Eligible Receivable, and each such Receivable and each Transferred Receivable, together with the Related Security, is owned (immediately prior to its sale or contribution hereunder) by such Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a Purchase or accepts a contribution hereunder, as applicable, it shall acquire valid and perfected first priority ownership of each Purchased Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no effective financing statement or other instrument similar in effect covering any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Purchaser in accordance with this Agreement or the Original Agreement or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser. (k) Each Seller Report (if prepared by such Seller, or to the extent that information contained therein is supplied by such Seller), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by such Seller to the Purchaser in connection with this Agreement is or will be accurate in all material respects as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (l) The principal place of business and chief executive office of such Seller and the office where such Seller keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b). (m) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Exhibit B (as the same may be updated from time to time pursuant to Section 5.01(g)). (n) Such Seller is not known by and does not use any tradename or doing-business-as name. (o) With respect to any programs used by such Seller in the Pooling servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent pursuant to Section 6.01(b) so that such new Collection Agent shall have the benefit of such programs (it being understood that, however, the Collection Agent, if other than such Seller, shall be required to be bound by a confidentiality agreement reasonably acceptable to such Seller). (p) The transfers of Transferred Receivables by such Seller to the Purchaser pursuant to this Agreement, and Servicing Agreement all other transactions between such Seller and the Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Seller. (q) If less than all of the Receivables of such Seller have been transferred to the Purchaser pursuant to this Agreement, no selection procedure was utilized by such Seller in selecting the Contributed Receivables to be transferred to the Purchaser hereunder which is adverse to the interests of the Purchaser or would reasonably be expected to result in the case Contributed Receivables containing a higher percentage of Defaulted Receivables than the Bank) and percentage of Defaulted Receivables in the applicable Receivables Purchase Agreement are true and correct in all material respectsretained by such Seller.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon As an inducement to Parent to enter into this Agreement and to consummate the execution of the applicable Terms Agreementtransactions contemplated hereby, each Seller hereby severally (as to himself or herself or itself and not as to any other Seller or Tag-Along Seller) represents and warrants to each Underwriter as of the date hereof Parent and as of the Closing Date (unless otherwise specified) as followsthat: (a) Such Seller has been duly organized all requisite power to execute and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, Consent and to perform its obligations hereunder and to consummate the transactions contemplated to be preformed by the applicable Receivables Purchase Agreementit hereby. With respect to any Seller that is a corporation, limited liability company or a partnership, the Pooling execution and Servicing Agreement (in the case delivery of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), Consent and the consummation of the transactions contemplated hereby and thereby by such Seller, to the extent required by the governing documents of such Seller, have been duly and validly authorized by all necessary the board of directors or other governing body of such Seller and no other corporate action or partnership proceedings on the part of such Seller. Neither , and, as the execution and delivery by such Seller case may be, its board of such instruments, nor the performance by such Seller of the transactions herein directors or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller other governing body or its properties, stockholders or (iii) conflict with any of partners are necessary therefor. This Agreement and the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has Consent have been duly executed and delivered by such Seller, and assuming the due execution hereof by each of the other parties hereto, this Agreement and constitutes the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, Seller enforceable against such Seller in accordance with its terms, except to for (i) the extent that the enforceability thereof may be subject to effect of any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other and similar laws now or hereafter in effect relating to creditors’ rights in general and or affecting the rights of creditors generally and (ii) the effect of state banking corporations equitable principles of general application. (b) Such Seller is the record and beneficial owner of the aggregate number of shares of Company Common Stock, Company Warrants or federal savings banksCompany Stock Options (or Company Common Stock received upon the exercise of such Company Warrants or Company Stock Options), as the case may be, listed under its respective name on Section 2.1(b) of the Company Disclosure Letter. Upon consummation of the Initial Stock Purchase at the Initial Stock Purchase Closing, as contemplated by this Agreement, good title to the Securities owned or to be owned by such Seller will be delivered to Parent, free and clear of any Liens. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by such Seller with, to or from any Persons or Governmental Entity or private agencies in connection with the consummation of the Stock Purchase, except for (i) filings under the HSR Act, (ii) those that become applicable solely as a result of the specific regulatory status of Parent or its Affiliates or (iii) those referred to in Section 2.1(d)(i). (d) Except for the representations and warranties contained in this Section 2.2, which are made solely by each Seller severally (as to himself or herself or itself and not as to any other Seller or Tag-Along Seller), neither such Seller nor any other Person makes any express or implied representation or warranty on behalf of such Seller, and such Seller hereby disclaims any representations, warranties or other statements made by itself or any of its direct or indirect directors, shareholders, Subsidiaries, Affiliates or Representatives, in each case as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required subject matter hereof. Notwithstanding anything contained in connection with the transfer of the Receivables pursuant this Agreement to the applicable Receivables Purchase Agreementcontrary, have been the Parent acknowledges and agrees that neither such Seller nor any of its respective direct or will be taken indirect directors, shareholders, Subsidiaries, Affiliates or obtained on Representatives, in each case as applicable, is making any representations or before the Closing Date. (g) The Master Trust is not nowwarranties whatsoever, and following the issuance of the Collateral Certificateexpress or implied, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of beyond those expressly given by such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respectsSection 2.2.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller jointly and severally represents and warrants to each Underwriter the Purchasers that the statements contained in this Section 5 are correct and complete as of the date hereof of this Agreement and will be correct and complete as of the Closing Date (unless otherwise specified) as follows:though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5). (a) Such Each Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), such Seller’s obligations under this Agreement and the applicable Terms Agreementto sell, assign, transfer and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect deliver to the securities laws Purchasers the Seller Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any foreign jurisdiction or third party is required in connection with the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses execution and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such any Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. hereby. (b) Neither the execution and delivery by such Seller of such instrumentsthis Agreement, nor the performance by such Seller consummation of the transactions herein contemplated hereby or therein contemplated, nor the compliance by such Seller with the provisions terms and conditions hereof or thereof, by the Sellers will (i) conflict with violate or result in a breach of any term or provision of the material terms and provisions ofany agreement to which any Seller is bound or is a party, or be in conflict with or constitute a material default under, any or cause the acceleration of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions maturity of any lawobligation of any Seller under any existing agreement or violate any order, governmental rulewrit, regulationinjunction, judgmentdecree, decree statute, rule or order binding on such regulation applicable to any Seller or its properties, any properties or (iii) conflict with any of the provisions assets of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this This Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in duly and validly executed by each Seller, and constitutes the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Sellereach Seller and the Company, enforceable against such each Seller and the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. The Seller Representative has been duly appointed herein by the Sellers and has complete authority to act on behalf of the Sellers in matters relating to this Agreement and the transactions contemplated hereby (d) The Seller Shares are owned beneficially and of record by each Seller in the amounts specified on Schedule A and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the extent that ownership thereof. The Seller Notes specified on Schedule A represent amounts due by the enforceability thereof may be subject Company to bankruptcythe holders thereof. Each Seller owns the number of Seller Shares and the principal amount of Seller Notes set forth opposite such Seller’s name on Schedule A free and clear of all liens, insolvencycharges, reorganizationsecurity interests, receivershipencumbrances, conservatorshipclaims of others, moratorium options, warrants, purchase rights, contracts, commitments, equities or other similar laws now claims or hereafter in effect relating to creditors’ rights in general demands of any kind (collectively, “Liens”), and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event upon delivery of the insolvencySeller Shares and Seller Notes to the Purchasers, liquidation or reorganization the Purchasers will acquire good, valid and marketable title thereto free and clear of all Liens. No Seller is a party to any option, warrant, purchase right, or other similar occurrence with respect contract or commitment that could require the Seller to such Seller sell, transfer, or in the event otherwise dispose of any moratorium or similar occurrence affecting such capital stock of the Company (other than pursuant to this Agreement). No Seller and is a party to general principles of equity. All approvalsany voting trust, authorizationsproxy, consents, orders or other actions of any court, governmental agency agreement or body or official (except understanding with respect to the securities laws voting of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer capital stock of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing DateCompany. (ge) The Master Trust is not now, and following the issuance At least 526,000 shares of the Collateral Certificate, will not be, required to be registered Seller Shares have been held by non-affiliates of the Company for at least two years and are eligible for sale under the Investment Company Act of 1940, as amended (the “1940 Act”Rule 144(k). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each --------------------------------------------- Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) Such Seller has been is a corporation duly organized and is incorporated, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth jurisdiction of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementincorporation, and is duly qualified to do business business, and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions)standing, in each every jurisdiction in which where the nature of its business requires it to be so qualified, except where the failure to be so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would qualified could reasonably be expected to have a material adverse effect on such Seller’s 's ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), perform its obligations under this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (other documents to be delivered by it hereunder, including such Seller's sale and, in the case of the Bank)Parent, the contribution of Receivables hereunder and the consummation such Seller's use of the transactions contemplated hereby and thereby proceeds of Purchases, (i) are within such Seller's corporate powers, (ii) have been duly authorized by all necessary corporate action action, (iii) do not contravene (1) such Seller's charter or by-laws, (2) any law, rule or regulation applicable to such Seller, (3) any contractual restriction binding on or affecting such Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller or its [Purchase and Contribution Agreement] property, and (iv) do not result in or require the part creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the transfer of such Seller's interest in Transferred Receivables pursuant to this Agreement). Neither the execution This Agreement has been duly executed and delivery delivered by such Seller of such instrumentsSeller. (c) No authorization or approval or other action by, nor and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreementor any other document to be delivered thereunder. (d) Such This Agreement constitutes the legal, valid and binding obligation of such Seller has authorized enforceable against the conveyance Seller in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally and by general principles of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreementequity. (e) The Bank has delivered Sales and contributions made pursuant to the Representatives complete this Agreement will constitute a valid sale, transfer, and correct copies of publicly available portions assignment of the Consolidated Reports of Condition Transferred Receivables to Purchaser, enforceable against creditors of, and Income purchasers from, such Seller. Such Seller shall have no remaining property interest in any Transferred Receivable. (f) In the case of the Bank for Parent, the year ended consolidated balance sheet of the Parent and its subsidiaries as at December 31, 20051995, as submitted and the related consolidated statements of income and retained earnings of the Parent and its subsidiaries for the fiscal year then ended, copies of which have been furnished to the Governors Purchaser, fairly present the consolidated financial condition of the Federal Reserve System. Except Parent and its subsidiaries as set forth at such date and the consolidated results of the operations of the Parent and its subsidiaries for the period ended on such date, all in or contemplated in the Prospectusaccordance with generally accepted accounting principles consistently applied, and since December 31, 1995 there has been no material adverse change in the condition (business, operations, property or financial or otherwise) other condition of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005Parent. (fg) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium There is no pending or other similar laws now threatened action or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to proceeding affecting such Seller or in the event any of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of its subsidiaries before any court, governmental agency or body arbitrator which may materially adversely affect the financial condition or official (except with respect to the securities laws operations of such Seller or any foreign jurisdiction of its subsidiaries or the state securities or Blue Sky laws ability of various jurisdictions), required in connection with the transfer of the Receivables pursuant such Seller to the applicable Receivables Purchase perform its obligations under this Agreement, have been or will be taken which purports to affect the legality, validity or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance enforceability of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”)this Agreement. (h) The representations and warranties No proceeds of such Seller in the Pooling and Servicing Agreement (in the case any Purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the BankSecurities Exchange Act of 1934. [Purchase and Contribution Agreement] (i) and the applicable Receivables Purchase Agreement are true and correct in all material respectsNo transaction contemplated hereby requires compliance with any bulk sales act or similar law.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution Each of the applicable Terms AgreementSellers, each Seller severally and not jointly, represents and warrants to each Underwriter the Buyer Group as of the date hereof and as of the Closing Date (unless otherwise specified) hereof, as follows: (a) Such Each Seller has been duly organized represents that he is acquiring the LN Shares for his own account for investment only and is validly existing as not with a Virginia banking corporation view to offer for sale or other disposition in connection with any distribution of all or any part thereof (although the disposition of each Seller’s LN Shares shall remain within each such Person’s discretion subject to Applicable Law and contractual limitations), except pursuant to an applicable exemption under the Securities Act or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementregistration thereunder. (b) The executionEach Seller represents that he has had access, delivery and performance by such Seller of this Agreementreviewed to the extent he deems appropriate, the applicable Terms AgreementLN SEC Documents. Each Seller further represents that he has had an opportunity to ask questions of and to receive answers from Buyer Parent regarding Buyer Parent and its business, assets, results of operations and financial condition and terms and conditions of the applicable Receivables Purchase Agreement and issuance of the Pooling and Servicing Agreement LN Shares pursuant to the terms hereof. (c) Each Seller represents that he can bear the economic risk of his investment in the case LN Shares and has such knowledge and experience in financial business matters and that he is capable of bearing and managing the Bank)risk of investment in LN Shares, and that the consummation of Buyer Parent intends to make the transactions contemplated hereby filings required to comply with Regulation D, and thereby have been duly authorized by all necessary corporate action on that he is an accredited investor as defined in Regulation D under the part of such Seller. Neither Securities Act. (d) Each Seller understands that the execution and delivery by such Seller of such instrumentsLN Shares, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of when issued to such Seller, will not have been registered pursuant to the Securities Act or any applicable states securities law, the LN Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations, LN Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this connection, each Seller represents that he is familiar with Rule 144 promulgated under the Securities Act as currently in effect and understands that the resale limitations imposed thereby under the Securities Act and that additional resale limitations will be applicable to a Seller under Rule 144 if the Seller is deemed to be an affiliate of Buyer Parent under the Securities Act. Sellers further acknowledge that officers and directors of Buyer Parent and its Affiliates are subject to further limitations on sales of securities of Buyer Parent. (iie) conflict with any In addition to the limitations on the sale or the resale of LN Shares described in Section 3.3(d), Sellers and Buyer Parent shall enter into a Lockup and Registration Rights Agreement in the form of Exhibit F attached hereto (the “LN Securities Agreement”), which LN Securities Agreement shall provide further limitations on the resale of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property LN Shares. Other than pursuant to the terms of the LN Securities Agreement, Buyer Parent shall be under no obligation to register any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered of the LN Shares pursuant to the terms of this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of It is agreed and acknowledged by each Seller that the Pooling and Servicing Agreement (certificates representing the LN Shares shall each conspicuously set forth on the face or back thereof, a legend in the case form of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing DateExhibit G attached hereto. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally hereby represents and warrants to the Purchaser on a continuous basis, and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and in making each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as followsPurchase hereunder, notwithstanding any investigations or otherwise, that: (a) Such each Seller has been duly is a corporation validly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth its jurisdiction of Virginia or the federal laws of the United Statesincorporation, as the case may be. Such Seller has, in all material respects, has full corporate power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, assets and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which where the failure to so qualify or obtain maintain such licenses and approvals (i) would good standing, singularly or in the aggregate, could have a material adverse effect on such Material Adverse Effect; (b) each Seller has full corporate power and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability authority to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling execute and Servicing Agreement (in the case of the Bank), deliver this Agreement and the applicable Terms Agreement.Related Documents (to which it is a party) and to do all acts and things required or contemplated to be done by it hereunder or thereunder; (bc) The execution, each Seller has taken all necessary corporate action to authorize the execution and delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement Related Documents (in the case of the Bank), to which it is a party) and the consummation performance by it of its obligations hereunder and thereunder and of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither thereby; (d) the execution and delivery by such each Seller of such instruments, nor this Agreement and the Related Documents (to which it is a party) and the performance by such each Seller of its THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE THE PROPERTY OF EFFICIENT CAPITAL CORPORATION. UNAUTHORIZED DISTRIBUTION OF THIS DOCUMENT, ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EFFICIENT CAPITAL CORPORATION. THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE TO BE RETURNED UPON THE REQUEST OF EFFICIENT CAPITAL CORPORATION. obligations hereunder and thereunder and of the transactions herein contemplated hereby and thereby, do not and will not contravene, breach, constitute a default under, violate or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will conflict with: (i) conflict with each Seller's constating documents or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or Byby-laws or any resolution passed by its board of such Seller, directors or its shareholders; (ii) conflict with any of Law applicable to the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such relevant Seller or its properties, or which could have a Material Adverse Effect; (iii) conflict with any of the provisions of any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, contract or other agreement or instrument to which such the relevant Seller is a party or by which it or its property is bound, or ; or (iv) any order, writ, judgment, award, injunction or decree binding on the relevant Seller or affecting its properties, and do not and will not result in or require the creation or imposition of any lien, charge Lien upon or encumbrance upon with respect to any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument.its properties; (ce) Such Seller each of this Agreement and the Related Documents (to which it is a party) has each been duly executed and delivered by each Seller; (f) each of this Agreement and the applicable Terms AgreementRelated Documents (to which it is a party) is a legal, valid and binding obligation of each Seller and is enforceable against each Seller by the other parties hereto and thereto in accordance with its respective terms subject to bankruptcy, insolvency, reorganization, winding-up, moratorium and other laws generally affecting the rights of creditors and the fact that specific performance and injunction are equitable remedies available only in the discretion of the court; (g) no transaction contemplated by this Agreement requires compliance with any bulk sales act or similar Law; (h) no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is necessary in connection with the execution and delivery by each Seller of this Agreement and the Related Documents (to which it is a party), or the performance by each Seller of its obligations hereunder or thereunder or of the transactions contemplated hereby or thereby, or to give legal effect to the same, except for the filing of the assignments, financing statements and similar instruments referred to in Section 6.1(g); THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE THE PROPERTY OF EFFICIENT CAPITAL CORPORATION. UNAUTHORIZED DISTRIBUTION OF THIS DOCUMENT, ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EFFICIENT CAPITAL CORPORATION. THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE TO BE RETURNED UPON THE REQUEST OF EFFICIENT CAPITAL CORPORATION. (di) Such the Records are current in all material respects to their relevant date and reflect all material transactions between each Seller has authorized and the conveyance Obligors under the related Purchased Receivables and any other Person in respect thereof in accordance with the Credit and Collection Policies; (j) other than the provision to Obligors of the Purchased Receivables or the Obligors under the Related Security related thereto of actual notice of the sale, transfer and assignment thereof to the Purchaser, all filings, recordings, notifications, registrations or other actions under all applicable Laws, including the PPSA, have been made or taken, and all approvals obtained, in each jurisdiction where necessary or appropriate (and where permitted by applicable Law) to give legal effect to the transactions contemplated by this Agreement and the conveyance of an Related Documents and to validate, preserve, perfect and protect the Purchaser's ownership interest in and rights to collect any and all of the Purchased Assets, including the right to enforce the Related Security related thereto; (k) upon the Purchase thereof under this Agreement, each Receivable which is subject to such Seller’s interest Purchase is an Eligible Receivable and each Eligible Receivable and the related Contract and Related Security related thereto will be owned by the Purchaser free and clear of any Lien including any lien referred to in clause (a) of the definition of "Permitted Encumbrances"; (l) no financing statement, registration, recording, filing or other document similar in effect against, or naming, the relevant Seller as debtor, seller, transferor or assignor relating to any related Funds Collateral Purchased Receivable or any Contract or Collections relating thereto is on file except in favour of the Purchaser; (m) there are no actions, suits or proceedings existing or pending, or to the Company knowledge of the relevant Seller, threatened, against or affecting the relevant Seller or any of its property at law, in equity or before any Governmental Authority or arbitration tribunal or alternative dispute resolution mechanism that, if adversely determined, could have a Material Adverse Effect, and each Seller is not in default with respect to any Law or order of any Governmental Authority, which default could have a Material Adverse Effect; (n) no default has occurred and is outstanding under any agreement, instrument, indenture or trust deed to which the applicable Receivables Purchase Agreementrelevant Seller is a party, which default could have a Material Adverse Effect; (o) the Canadian Seller's chief place of business and chief executive office is located at 350 Legget Drive, Ottawa, Ontario K2K 2W7; THIS DOCUMENT AND ANY COP▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇E THE PROPERTY OF EFFICIENT CAPITAL CORPORATION. UNAUTHORIZED DISTRIBUTION OF THIS DOCUMENT, ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EFFICIENT CAPITAL CORPORATION. THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE TO BE RETURNED UPON THE REQUEST OF EFFICIENT CAPITAL CORPORATION. (ep) The Bank has delivered there is no federal, provincial or local Law or ordinance under which any Taxes (other than Taxes on income of the Purchaser) are required to be paid or remitted by the Purchaser in respect of any of the Purchased Assets, nor will the Purchaser be required to make any deduction, withholding or remittance of Taxes with respect to any payment or remittance to be made by or on behalf of it on its own behalf, on behalf of the Purchaser or on behalf of any Obligor; (q) all factual information, including all Periodic Reports, furnished by or on behalf of the Sellers to the Representatives complete Purchaser, the Credit Enhancer or the Securitization Agent for purposes of, or in connection with, this Agreement or any transaction contemplated hereby is, when taken as a whole, and correct copies of publicly available portions all other factual information hereafter furnished by or on behalf of the Consolidated Reports Sellers to the Purchaser, the Credit Enhancer or the Securitization Agent will be, when taken as a whole, true and accurate in all material respects on the date as of Condition which such information is dated or certified and Income (in the case of any such information furnished prior to the date hereof) as of the Bank for the year ended December 31date hereof (unless such information relates to an earlier date, 2005in which case such information, when taken as a whole, shall be true and accurate in all material respects as of such earlier date), and is not, or shall not be, as submitted the case may be, when taken as a whole, incomplete by omitting to state any material fact necessary to make such information not misleading; (r) the Sellers are treating the sale, transfer and assignment of the Purchased Assets to the Governors Purchaser under this Agreement as a sale for all purposes; (s) the financial statements furnished to the Purchaser pursuant to Section 5.6(q) have been prepared in accordance with generally accepted accounting principles and present fairly the assets, liabilities and financial position of the Federal Reserve System. Except Sellers on a consolidated basis as set forth in or contemplated in at the Prospectusdate thereof, and there has been no material adverse change in the condition financial position of the Sellers on a consolidated basis from that reflected in the most recent financial statements provided by Sellers to the Purchaser; (financial t) to the knowledge of the relevant Seller, no Amortization Event has occurred and is continuing; (u) the transactions contemplated by this Agreement comply in all material respects with all laws and regulations in Canada and the United States regarding the collection, use and disclosure of personal information, including for greater certainty the Personal Information Protection and Electronic Documents Act (Ontario) and all other privacy laws and regulations of the individual Provinces and the Federal Government of Canada and the United States; THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE THE PROPERTY OF EFFICIENT CAPITAL CORPORATION. UNAUTHORIZED DISTRIBUTION OF THIS DOCUMENT, ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EFFICIENT CAPITAL CORPORATION. THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE TO BE RETURNED UPON THE REQUEST OF EFFICIENT CAPITAL CORPORATION. (v) the Canadian Seller is duly licensed to collect provincial sales Tax and harmonized Tax in all applicable provinces of Canada and each of MNI and MNSI are duly licensed to collect any similar Tax in the United States; and (w) each Seller: (i) is acting for its own account; (ii) has made its own independent decisions to enter into the transactions contemplated hereby and as to whether such transactions are appropriate or otherwiseproper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary; (iii) is not relying on any communication (written or oral) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered Securitization Agent or the Purchaser as investment advice; and (iv) understands that no communication (written or oral) received from the Securitization Agent or the Purchaser will be deemed to be an assurance or guarantee as to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation expected results of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Datetransactions. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution Each of the applicable Terms AgreementSellers (or, where expressly so limited, each Seller of the ▇.▇. ▇▇▇▇, ▇▇. Trust, the ▇▇▇▇▇ ▇. ▇▇▇▇ Trust and the ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust (the "Trust Sellers")), severally and not jointly, represents and warrants to each Underwriter as of to, and agrees with, SBI, the date hereof Company and as of the Closing Date (unless otherwise specified) as followsTrust that: (a) Such In the case of the Trust Sellers, such Trust Seller has been duly organized and created, is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth State of Virginia or North Carolina, has the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectusproperty, and does not conduct any business in any jurisdiction, own any property [other than securities held in trust for its beneficiaries] or have any subsidiaries. (b) Such Seller has full right, power and authority to execute, deliver enter into and perform the applicable Receivables Purchase its obligations under this Agreement, such Seller's Contract and Collateral Agreement and the Pooling letter agreement between the Sellers and Servicing SBI relating to expenses of the Trust (the "Reimbursement Agreement"). (c) This Agreement has been duly authorized (in the case of the BankTrust Sellers), this executed and delivered by such Seller. The Contract and Collateral Agreement to which such Seller is a party and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Reimbursement Agreement have been duly authorized (in the case of the BankTrust Sellers), this Agreement executed and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on delivered by such Seller and, assuming due authorization, execution and its subsidiariesdelivery by the other parties thereto, taken as is each a whole, or (ii) would have a material adverse effect on valid and binding agreement of such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (enforceable against such Seller in the case of the Bank), this Agreement and the applicable Terms Agreementaccordance with its terms. (bd) The execution, execution and delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Contract and Collateral Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party and the Reimbursement Agreement, the performance by such Seller of its obligations hereunder and thereunder and the consummation of the transactions herein and therein contemplated do not and will not, whether with or by which it is boundwithout the giving of notice or passage of time or both, conflict with or constitute a breach of, or (iv) default under, or give the holder of any indebtedness the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by such Seller under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Seller’s property Seller pursuant to the terms of to, any such contract, indenture, mortgage, contract deed of trust, loan or credit agreement, note, lease or any other instrument. (c) Such agreement or instrument to which such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance may be bound, or to which any of the Receivables and the conveyance property or assets of an interest such Seller is subject, nor will such action result in any violation of any applicable law, statute, rule or regulation of any government or government instrumentality having jurisdiction over such Seller or any of his, her or its assets, properties or operations, or any applicable judgment, order, writ or decree of any government, government instrumentality or court having jurisdiction over such Seller or any of such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement's assets, or operations. (e) The Bank has delivered to In the Representatives complete and correct copies of publicly available portions case of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31Trust Sellers, 2005, such Seller is not an "investment company" or an entity "controlled" by an "investment company" as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated such terms are defined in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005Investment Company Act. (f) Each Such Seller is the sole registered owner of and has, and on the Closing Date (and, if any Option DECS are purchased, at the time of delivery thereof pursuant to Section 4(b)) will have, good and valid title to the Shares to be pledged and assigned by it under its Collateral Agreement, free and clear of any security interests, claims, liens, equities and other encumbrances, except for those created pursuant to its Collateral Agreement, and such Seller has the full right, power and authority, and all authorization and approval required by law to pledge and assign the Shares to be pledged and assigned by such Seller pursuant to its Collateral Agreement. (g) Assuming payment of the Pooling purchase price on the Closing Date, delivery of the Shares to be sold by such Seller pursuant to such Seller's Contract on the Exchange Date will pass to the Trust and Servicing Agreement the holders of the Securities title to such Shares free and clear of any security interests, claims, liens, equities and other encumbrances. The sale, transfer and delivery of the Shares to be sold by such Seller pursuant to such Seller's Contract is not, and at the time of delivery of such Shares will not be, subject to any right of first refusal or similar rights of any person pursuant to any contract to which such Seller or (in the case of the Banka Trust Seller) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation any beneficiary or subsidiary of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium is a party or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights by which any of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Date. (g) The Master Trust them is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”)bound. (h) The Such Seller hereby repeats and confirms as if set forth in full herein each of the representations, warranties and agreements made by such Seller in such Seller's Contract and Collateral Agreement and agrees that such representations, warranties and agreements are made hereby for the benefit of, and may be relied upon by, (i) SBI and Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to SBI, (ii) the Company and Hunton & ▇▇▇▇▇▇▇▇, counsel to the Company and (iii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Sellers. (i) Such Seller will not offer for sale, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, or file or cause the filing of any registration statement under the Act with respect to, any shares of common stock of the Company or any securities convertible into or exchangeable for, or warrants to acquire, common stock of the Company for a period of 90 days after the date of the Company Prospectus, except (i) pursuant to this Agreement and such Seller's Contract, (ii) pursuant to the separate underwriting agreement for the underwritten sale of common stock of the Company described in the Company Registration Statement, (iii) with SBI's prior written consent or (iv) in bona fide gifts and private transactions. (j) Such Seller has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or the DECS. (k) Such Seller is familiar with the Company Registration Statement and the Company Prospectus and verifies that the information set forth therein respecting him, her or it is true and complete. (l) Such Seller has no reason to believe that any of the representations and warranties of such Seller the Company contained in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement Section 2 hereof are not true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon The Sellers, jointly and severally, represent and warrant to the execution Purchaser as follows and as set forth in the Sellers Disclosure Schedule: SECTION 3.01 Organization, Authority and Qualification of the applicable Terms Agreement, each Seller severally represents and warrants to each Underwriter as Sellers. Each of the date hereof and as of the Closing Date (unless otherwise specified) as follows: (a) Such Seller has been Sellers is a corporation duly organized and is incorporated, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws of the Commonwealth its respective state of Virginia or the federal laws of the United Statesincorporation, as the case may be. Such Seller has, in and has all material respects, full necessary corporate power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase enter into this Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, carry out its respective obligations hereunder and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling hereby. The execution and Servicing Agreement (in the case delivery of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither each of the Sellers (including by the execution pursuant to Section 228 of the Delaware General Corporation Law by Sterling and delivery the Persons named in Exhibit 3.01(a) of stockholder consents, in the form set forth in Exhibit 3.01(b), to the sale by such the Seller of such instruments, nor the performance by such Seller substantially all of its assets pursuant to Section 271 of the transactions herein or therein contemplated, nor Delaware General Corporation Law and by the compliance by Seller giving the required notice to any of its stockholders to whom notice is required to be given under Section 228(e) of such Seller with law) and no other corporate proceeding on the provisions hereof or thereof, will (i) conflict with or result in a breach part of any of the material terms and provisions of, or constitute a material default under, Sellers (including on the part of the stockholder of any of the provisions of Sellers) is necessary to consummate the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller transactions contemplated hereby. This Agreement has been duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance by each of the Receivables Sellers and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, each of the Sellers enforceable against such Seller each of the Sellers in accordance with its terms, except subject as to enforcement to bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights generally and to general equity principles. SECTION 3.02 Organization and Qualification of the Company and each of its Subsidiaries. (a) The Company and each of its Subsidiaries is duly organized, validly existing and, to the extent that applicable, in good standing under the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium laws of its respective state of incorporation or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banksformation, as applicable, and has the power and authority (corporate or other) to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business in all material respects as currently conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation, limited liability company or partnership, as applicable, to do business, and, to the extent applicable, is in good standing in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such laws would apply in the event of the insolvencyqualification necessary, liquidation or reorganization or other similar occurrence with respect to except for such Seller failures which, individually or in the event of any moratorium or similar occurrence affecting such Seller and aggregate, could not reasonably be expected to general principles of equity. All approvals, authorizations, consents, orders or other actions of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing Datea Material Adverse Effect. (gb) The Master Trust is not now, Sellers have made available to the Purchaser true and following the issuance complete copies of each of the Collateral CertificateCompany's and the Company Subsidiaries' respective certificates of incorporation and bylaws (or equivalent documents), will not be, required to be registered under the Investment Company Act of 1940, each as amended (the “1940 Act”)to date. Such documents so made available or delivered are in full force and effect. (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are true and correct in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller severally represents and warrants to each Underwriter warrants, as of the date hereof and Effective Date, as of the Closing Date (unless otherwise specified) to itself, as follows: (a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth its respective jurisdiction of Virginia or the federal laws of the United Statesincorporation, as the case may be. Such Seller has, in all material respects, full with power and authority to own its properties and to conduct its business as described in the Prospectussuch properties are presently owned and such business is presently conducted, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementhad at all relevant times, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreementnow has, the Pooling and Servicing Agreement (in the case of the Bank)all necessary power, this Agreement and the applicable Terms Agreementauthority, and legal right to acquire and own the Receivables. (b) Such Seller is duly qualified to do business and is in good standing (or is exempt from such requirements)standing, and has obtained all necessary material licenses and approvals (except with respect to approvals, in all jurisdictions in which the securities laws ownership or lease of any foreign jurisdiction property or the state securities conduct of its business requires such qualification, licenses or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals approvals. (c) Such Seller has (i) would have a material adverse effect all necessary power, authority and legal right to (1) execute and deliver this Agreement and the documents to be executed and delivered in connection herewith (together, the "Agreement Documents"), (2) carry out the terms of the Agreement Documents, (3) sell, assign and contribute Receivables on the terms and conditions herein provided and (ii) duly authorized such sale, assignment and contribution to Purchaser by all necessary corporate action; and such Seller has duly authorized by all necessary corporate action the execution, delivery, and performance of this Agreement and the other Agreement Documents. (d) This Agreement constitutes a valid sale, transfer, and assignment of the Transferred Receivables to Purchaser, enforceable against creditors of, and purchasers from, such Seller; and this Agreement constitutes, and each other Agreement Document to be signed by such Seller when duly executed and delivered will constitute, a legal, valid and binding obligation of such Seller enforceable in accordance with its subsidiariesterms. Such Seller shall have no remaining property interest in any Transferred Receivable. (e) The consummation of the transactions contemplated by this Agreement and the other Agreement Documents and the fulfillment of the terms hereof will not conflict with, taken as result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a wholedefault under, the articles of incorporation or by-laws of such Seller, or any indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument to which such Seller is a party or binding on or affecting such Seller or its property, or result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument, other than this Agreement, or violate any law or any order, rule, or regulation applicable to such Seller of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over such Seller or any of its properties. (f) There are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Agreement Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this or any other Agreement Document, or (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect (i) the performance by such Seller or Servicer of its obligations under this Agreement, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase validity or enforceability of this Agreement, any other Agreement Document, the Pooling and Servicing Agreement (in Receivables or the case of the Bank), this Agreement and the applicable Terms AgreementContracts. (bg) The No transaction contemplated hereby requires compliance with any bulk sales act or similar law. (h) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of this Agreement, Agreement or any other Agreement Document except for the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case filing of the Bank)UCC Financing Statements referred to in Article III, all of which, at the time required in Article III, shall have been duly made and shall be in full force and effect. (i) The audited consolidated and consolidating financial statements of Interco and its Subsidiaries (including the consolidated balance sheet, and the consummation related statements of the transactions contemplated hereby income and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution cash flow and delivery by such Seller of such instrumentschanges in shareholders' equity) as at December 31, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms 1994 and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict the unaudited consolidated and consolidating financial statements of Interco and its Subsidiaries as at September 30, 1995, copies of which have been furnished to the Purchaser, have been prepared in conformity with any generally accepted accounting principles consistently applied and fairly present the financial condition of Interco and its Subsidiaries as at such dates and the results of the provisions operations of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or Interco and its properties, or (iii) conflict with any of Subsidiaries for the provisions of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrumentperiods then ended. (cj) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31Since September 30, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus1995, there has been no material adverse change in the condition (financial condition, operations or otherwise) prospects of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete Interco and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005its Subsidiaries. (fk) Each of No injunction, decree or other decision has been issued or made by any court, government or agency or instrumentality thereof that prevents, and no threat by any person has been made, to the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation best of such Seller's knowledge, enforceable against to attempt to obtain any such decision that can reasonably be expected to prevent, such Seller from conducting a significant part of its business operations. (l) Each Receivable purported to be sold by such Seller hereunder is an Eligible Receivable, and each such Receivable and each Transferred Receivable, together with the related Contract and all purchase orders and other agreements related to such Receivable, is owned by such Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser) except as provided herein; when Purchaser makes a Purchase it shall acquire valid and perfected first priority ownership of each Purchased Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser) except as provided hereunder; and no effective financing statement or other instrument similar in effect covering any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Purchaser in accordance with its termsthis Agreement or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser. (m) No Monthly Report (if prepared by such Seller, except or to the extent that information contained therein was supplied by such Seller), information, exhibit, financial statement, document, book, record or report furnished or to be furnished by such Seller to the enforceability thereof may Purchaser in connection with this Agreement was or will be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter inaccurate in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, any material respect as applicable, as such laws would apply in the event of the insolvencydate it was or will be dated or (except as otherwise disclosed to the Purchaser) as of the date so furnished, liquidation or reorganization contained or other similar occurrence with respect will contain any material misstatement of fact or omitted or will omit to such Seller state a material fact or in any fact necessary to make the event statements contained therein not materially misleading. (n) The chief place of any moratorium or similar occurrence affecting business and chief executive office of such Seller and the offices where such Seller keeps all its books, records and documents evidencing Receivables, the related Contracts and all purchase orders and other agreements related to general principles such Receivables are located at the addresses specified in Schedule I (or at such other locations, notified to the Purchaser in accordance with Section 5.01(f), in jurisdictions where all action required by Section 6.06 has been taken and completed). (o) The names and addresses of equity. All approvalsall the Lock-Box Banks, authorizationstogether with the account number of the Lock-Box Accounts of such Seller at such Lock-Box Banks, consents, orders are specified in Schedule II (or at such other actions of any court, governmental agency or body or official Lock-Box Banks and/or with such other Lock- Box Accounts as have been notified to the Purchaser in accordance with Section 5.03(d)). (except with p) With respect to any programs used by such Seller in the securities laws servicing of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions)Receivables, required no sublicensing agreements are necessary in connection with the transfer designation of the Receivables a new Servicer pursuant to Section 6.01(b) so that such new Servicer shall have the applicable Receivables Purchase Agreementbenefit of such programs (it being understood that, have been or will however, the Servicer, if other than such Seller, shall be taken or obtained on or before the Closing Date. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”bound by a confidentiality agreement reasonably acceptable to such Seller). (hq) The representations transfers of Transferred Receivables by such Seller to the Purchaser pursuant to this Agreement, and warranties all other transactions between such Seller and the Purchaser, have been and will be made in good faith and for fair consideration or reasonably equivalent value and without intent to hinder, delay or defraud creditors of such Seller. (r) Such Seller will use the proceeds of sales of its Receivables hereunder to repay Indebtedness on which it is primarily obligated and for its own working capital and general corporate purposes, including without limitation the payment of dividends on its capital stock, provided that such dividends are properly authorized by all requisite corporate action and are in compliance with applicable law. (s) If less than all of the Receivables of such Seller have been transferred to the Purchaser pursuant to this Agreement, no selection procedure was utilized by such Seller in selecting the Pooling and Servicing Agreement (in Receivables to be transferred to the case Purchaser hereunder which is adverse to the interests of the Bank) and Purchaser or would reasonably be expected to result in a Default Ratio or Net Dilution Ratio, calculated for such Transferred Receivables, which is greater than the applicable Receivables Purchase Agreement are true and correct in Default Ratio or Net Dilution Ratio, calculated for all material respectsReceivables.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon (1) ContiMortgage hereby represents, warrants and covenants to the execution of Trustee, the applicable Terms AgreementMaster Servicer, each Seller severally represents the Certificate Insurer and warrants to each Underwriter the Owners that as of the date hereof and as of the Closing Date (unless otherwise specified) as followsStartup Day: (a) Such Seller has been ContiMortgage is a corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of the Commonwealth of Virginia its business, or the federal laws of the United Statesproperties owned or leased by it, as the case may bemake such qualification necessary. Such Seller has, in ContiMortgage has all material respects, full requisite corporate power and authority to own and operate its properties and conduct properties, to carry out its business as described in the Prospectus, presently conducted and as proposed to be conducted and to execute, deliver enter into and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), discharge its obligations under this Agreement and the applicable Terms Agreement, and other Operative Documents to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementparty. (b) The execution, execution and delivery and performance by such Seller of this Agreement, Agreement by ContiMortgage and its performance and compliance with the applicable Terms Agreement, the applicable Receivables Purchase terms of this Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution ContiMortgage and delivery by such Seller will not violate ContiMortgage's Certificate of such instrumentsIncorporation or Bylaws or constitute a default (or an event which, nor the performance by such Seller with notice or lapse of the transactions herein time, or therein contemplatedboth, nor the compliance by such Seller with the provisions hereof or thereofwould constitute a default) under, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenturecontract, mortgage, agreement, contract agreement or other instrument to which such Seller ContiMortgage is a party or by which it ContiMortgage is boundbound or violate any statute or any order, rule or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions regulation of any court, governmental agency or body or official other tribunal having jurisdiction over ContiMortgage or any of its properties. (c) This Agreement and the other Operative Documents to which ContiMortgage is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiMortgage, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiMortgage is not in default with respect to the securities laws any order or decree of any foreign jurisdiction court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiMortgage or its properties or the state securities consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (e) No litigation is pending with respect to which ContiMortgage has received service of process or, to the best of ContiMortgage's knowledge, threatened against ContiMortgage which litigation might have consequences that would prohibit its entering into this Agreement or Blue Sky laws any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of various jurisdictions)ContiMortgage or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (f) No certificate of an officer, required statement furnished in connection with the transfer of the Receivables writing or report delivered pursuant to the applicable Receivables Purchase Agreementterms hereof by ContiMortgage contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, have been statement or will be taken or obtained on or before the Closing Datereport not misleading. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller statements contained in the Pooling and Servicing Agreement (Registration Statement which describe ContiMortgage or matters or activities for which ContiMortgage is responsible in accordance with the case of the Bank) and the applicable Receivables Purchase Agreement Operative Documents or which are attributable to ContiMortgage therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiMortgage required to be stated therein or necessary to make the statements contained therein with respect to ContiMortgage, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiMortgage that materially adversely affects or in the future may (so far as ContiMortgage can now reasonably foresee) materially adversely affect ContiMortgage or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Immediately prior to the sale, assignment, transfer and conveyance described in Section 3.05(a)(i) hereof, ContiMortgage will hold good title to, and be the sole owner of, the Home Equity Loans being transferred by it as described therein, free and clear of any liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.04(b)(ix) (other than liens which will be simultaneously released). (i) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate delivered by ContiMortgage to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate, free and clear of any liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.04(b)(ix) (other than liens which will be simultaneously released). (j) Neither ContiMortgage nor any affiliate thereof will report on any financial statement any part of the Servicing Fee as an adjustment to the sales price of the Home Equity Loans. (k) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which ContiMortgage makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by ContiMortgage of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or -49- otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of ContiMortgage and the performance by ContiMortgage of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (l) The origination practices used by ContiMortgage with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage lending business. (m) ContiMortgage has valid business reasons for entering into the transactions contemplated by this Agreement (including, without limitation, the sale of its interests in the Home Equity Loans and other assets in the Trust Estate to the Depositor), and all such transactions are in the ordinary course of business of ContiMortgage. (n) ContiMortgage is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans and other assets in the Trust Estate, nor is ContiMortgage aware of any pending insolvency. (o) The sale, assignment, transfer and conveyance of the Notes and the Mortgages by ContiMortgage hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (p) ContiMortgage is not transferring the Home Equity Loans and other assets in the Trust Estate to the Depositor with any intent to hinder, delay or defraud its creditors. (q) ContiMortgage received fair consideration and reasonably equivalent value in exchange for the sale, assignment, transfer and conveyance of its interests in the Home Equity Loans and other assets in the Trust Estate to the Depositor. (r) The Chief Executive Office of ContiMortgage is located at One ▇▇▇▇▇ Park, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ContiMortgage's federal taxpayer identification number is ▇▇-▇▇▇▇▇▇▇. It is understood and agreed that the representations and warranties set forth in this Section 3.03(1) shall survive delivery of the respective Home Equity Loans to the Trustee. Upon discovery by any of the Servicer, the Master Servicer, any Sub-Servicer, either Seller, the Certificate Insurer or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.03 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. ContiMortgage hereby covenants and agrees that within 60 days of its discovery or its receipt of notice of breach, it shall cure such breach in all material respects or, with respect to a breach of clause (h) above, ContiMortgage may (or may cause an affiliate of ContiMortgage to) on the Monthly Remittance Date next succeeding such discovery or receipt of notice (i) if such monthly -50- Remittance Date is within two years following the Startup Day substitute in lieu of any Home Equity Loan not in compliance with clause (h) a Qualified Replacement Mortgage and, if the outstanding principal amount of such Qualified Replacement Mortgage as of the applicable Replacement Cut-Off Date is less than the Loan Balance of such Home Equity Loan as of such Replacement Cut-Off Date, deliver an amount equal to such difference together with the aggregate amount of (A) all Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan and (B) all Delinquency Advances and Servicing Advances which the Servicer and the Master Servicer have theretofore failed to remit with respect to such Home Equity Loan (a "Substitution Amount") to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan from the Trust at the Loan Purchase Price, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. Notwithstanding any provision of this Agreement to the contrary, with respect to any Home Equity Loan which is not in default or as to which no default is imminent, no repurchase or substitution pursuant to Section 3.03, 3.04 or 3.06 shall be made unless ContiMortgage obtains for the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters to the effect that such a repurchase or substitution would not constitute a Prohibited Transaction for the Trust or any REMIC therein or otherwise subject the Trust or any REMIC therein to tax and would not jeopardize the status of any REMIC therein as a REMIC (a "REMIC Opinion") addressed to the Trustee and the Certificate Insurer and acceptable to the Trustee and the Certificate Insurer. Any Home Equity Loan as to which repurchase or substitution was delayed pursuant to this Section shall be repurchased or substituted for (subject to compliance with Sections 3.03, 3.04 or 3.06, as the case may be) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Home Equity Loan and (b) receipt by the Trustee and the Certificate Insurer of a REMIC Opinion. (2) ContiWest hereby represents, warrants and covenants to the Trustee, the Master Servicer, the Certificate Insurer and the Owners that as of the Startup Day: (a) ContiWest is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it, make such qualification necessary. ContiWest has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement by ContiWest and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of ContiWest and will not violate ContiWest's Articles of Incorporation or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which ContiWest is a party or by which ContiWest is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over ContiWest or any of its properties. (c) Agreement and the other Operative Documents to which ContiWest is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiWest, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiWest is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiWest or its properties or the consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (e) No litigation is pending with respect to which ContiWest has received service of process or, to the best of ContiWest's knowledge, threatened against ContiWest which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of ContiWest or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by ContiWest contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe ContiWest or matters or activities for which ContiWest is responsible in accordance with the Operative Documents or which are attributable to ContiWest therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiWest required to be stated therein or necessary to make the statements contained therein with respect to ContiWest, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon (1) ContiMortgage hereby represents, warrants and covenants to the execution of Trustee, the applicable Terms Agreement, each Seller severally represents Certificate Insurer and warrants to each Underwriter the Owners that as of the date hereof and as of the Closing Date (unless otherwise specified) as followsStartup Day: (a) Such Seller has been ContiMortgage is a corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of the Commonwealth of Virginia its business, or the federal laws of the United Statesproperties owned or leased by it, as the case may bemake such qualification necessary. Such Seller has, in ContiMortgage has all material respects, full requisite corporate power and authority to own and operate its properties and conduct properties, to carry out its business as described in the Prospectus, presently conducted and as proposed to be conducted and to execute, deliver enter into and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), discharge its obligations under this Agreement and the applicable Terms Agreement, and other Operative Documents to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementparty. (b) The execution, execution and delivery and performance by such Seller of this Agreement, Agreement by ContiMortgage and its performance and compliance with the applicable Terms Agreement, the applicable Receivables Purchase terms of this Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution ContiMortgage and delivery by such Seller will not violate ContiMortgage's Certificate of such instrumentsIncorporation or Bylaws or constitute a default (or an event which, nor the performance by such Seller with notice or lapse of the transactions herein time, or therein contemplatedboth, nor the compliance by such Seller with the provisions hereof or thereofwould constitute a default) under, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenturecontract, mortgage, agreement, contract agreement or other instrument to which such Seller ContiMortgage is a party or by which it ContiMortgage is boundbound or violate any statute or any order, rule or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions regulation of any court, governmental agency or body or official other tribunal having jurisdiction over ContiMortgage or any of its properties. (c) This Agreement and the other Operative Documents to which ContiMortgage is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiMortgage, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiMortgage is not in default with respect to the securities laws any order or decree of any foreign jurisdiction court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiMortgage or its properties or the state securities consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (e) No litigation is pending with respect to which ContiMortgage has received service of process or, to the best of ContiMortgage's knowledge, threatened against ContiMortgage which litigation might have consequences that would prohibit its entering into this Agreement or Blue Sky laws any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of various jurisdictions)ContiMortgage or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (f) No certificate of an officer, required statement furnished in connection with the transfer of the Receivables writing or report delivered pursuant to the applicable Receivables Purchase Agreementterms hereof by ContiMortgage contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, have been statement or will be taken or obtained on or before the Closing Datereport not misleading. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller statements contained in the Pooling and Servicing Agreement (Registration Statement which describe ContiMortgage or matters or activities for which ContiMortgage is responsible in accordance with the case of the Bank) and the applicable Receivables Purchase Agreement Operative Documents or which are attributable to ContiMortgage therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiMortgage required to be stated therein or necessary to make the statements contained therein with respect to ContiMortgage, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiMortgage that materially adversely affects or in the future may (so far as ContiMortgage can now reasonably foresee) materially adversely affect ContiMortgage or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Each Seller jointly and severally represents and warrants to each Underwriter the Purchasers that the statements contained in this Section 5 are correct and complete as of the date hereof of this Agreement and will be correct and complete as of the Closing Date (unless otherwise specified) as follows:though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5). (a) Such Each Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), such Seller’s obligations under this Agreement and the applicable Terms Agreementto sell, assign, transfer and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect deliver to the securities laws Purchasers the Seller Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any foreign jurisdiction or third party is required in connection with the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses execution and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement. (b) The execution, delivery and performance by such any Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. hereby. (b) Neither the execution and delivery by such Seller of such instrumentsthis Agreement, nor the performance by such Seller consummation of the transactions herein contemplated hereby or therein contemplated, nor the compliance by such Seller with the provisions terms and conditions hereof or thereof, by the Sellers will (i) conflict with violate or result in a breach of any term or provision of the material terms and provisions ofany agreement to which any Seller is bound or is a party, or be in conflict with or constitute a material default under, any or cause the acceleration of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions maturity of any lawobligation of any Seller under any existing agreement or violate any order, governmental rulewrit, regulationinjunction, judgmentdecree, decree statute, rule or order binding on such regulation applicable to any Seller or its properties, any properties or (iii) conflict with any of the provisions assets of any material indenture, mortgage, agreement, contract or other instrument to which such Seller is a party or by which it is bound, or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this This Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in duly and validly executed by each Seller, and constitutes the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Sellereach Seller and the Company, enforceable against such each Seller and the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. The Seller Representative has been duly appointed herein by the Sellers and has complete authority to act on behalf of the Sellers in matters relating to this Agreement and the transactions contemplated hereby (d) The Seller Shares are owned beneficially and of record by each Seller in the amounts specified on Schedule A and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the extent that ownership thereof. Each Seller owns the enforceability thereof may be subject to bankruptcynumber of Seller Shares set forth opposite such Seller’s name on Schedule A free and clear of all liens, insolvencycharges, reorganizationsecurity interests, receivershipencumbrances, conservatorshipclaims of others, moratorium options, warrants, purchase rights, contracts, commitments, equities or other similar laws now claims or hereafter in effect relating to creditors’ rights in general demands of any kind (collectively, “Liens”), and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event upon delivery of the insolvencySeller Shares to the Purchasers, liquidation or reorganization the Purchasers will acquire good, valid and marketable title thereto free and clear of all Liens. No Seller is a party to any option, warrant, purchase right, or other similar occurrence with respect contract or commitment that could require the Seller to such Seller sell, transfer, or in the event otherwise dispose of any moratorium or similar occurrence affecting such capital stock of the Company (other than pursuant to this Agreement). No Seller and is a party to general principles of equity. All approvalsany voting trust, authorizationsproxy, consents, orders or other actions of any court, governmental agency agreement or body or official (except understanding with respect to the securities laws voting of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the transfer capital stock of the Receivables pursuant to the applicable Receivables Purchase Agreement, have been or will be taken or obtained on or before the Closing DateCompany. (ge) The Master Trust is not now, and following the issuance dates of acquisition of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, Seller Shares as amended (the “1940 Act”). (h) The representations and warranties of such Seller in the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement are specified on Schedule A is true and correct in all material respectscorrect.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon (1) ContiMortgage hereby represents, warrants and covenants to the execution of Trustee, the applicable Terms Agreement, each Seller severally represents Certificate Insurer and warrants to each Underwriter the Owners that as of the date hereof and as of the Closing Date (unless otherwise specified) as followsStartup Day: (a) Such Seller has been ContiMortgage is a corporation duly organized and is organized, validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of the Commonwealth of Virginia its business, or the federal laws of the United Statesproperties owned or leased by it, as the case may bemake such qualification necessary. Such Seller has, in ContiMortgage has all material respects, full requisite corporate power and authority to own and operate its properties and conduct properties, to carry out its business as described in the Prospectus, presently conducted and as proposed to be conducted and to execute, deliver enter into and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), discharge its obligations under this Agreement and the applicable Terms Agreement, and other Operative Documents to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and which it is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreementparty. (b) The execution, execution and delivery and performance by such Seller of this Agreement, Agreement by ContiMortgage and its performance and compliance with the applicable Terms Agreement, the applicable Receivables Purchase terms of this Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution ContiMortgage and delivery by such Seller will not violate ContiMortgage's Certificate of such instrumentsIncorporation or Bylaws or constitute a default (or an event which, nor the performance by such Seller with notice or lapse of the transactions herein time, or therein contemplatedboth, nor the compliance by such Seller with the provisions hereof or thereofwould constitute a default) under, will (i) conflict with or result in a breach of any of the material terms and provisions of, or constitute a material default under, any of the provisions of the Articles of Incorporation or By-laws of such Seller, or (ii) conflict with any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on such Seller or its properties, or (iii) conflict with any of the provisions of any material indenturecontract, mortgage, agreement, contract agreement or other instrument to which such Seller ContiMortgage is a party or by which it ContiMortgage is boundbound or violate any statute or any order, rule or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any of such Seller’s property pursuant to the terms of any such indenture, mortgage, contract or other instrument. (c) Such Seller has duly executed and delivered this Agreement and the applicable Terms Agreement. (d) Such Seller has authorized the conveyance of the Receivables and the conveyance of an interest in such Seller’s interest in any related Funds Collateral to the Company under the applicable Receivables Purchase Agreement. (e) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2005, as submitted to the Governors of the Federal Reserve System. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2005. Capital One, F.S.B. has delivered to the Representatives complete and correct copies of publicly available portions of the Thrift Financial Report of Capital One, F.S.B. for the year ended December 31, 2005, as submitted to the Office of Thrift Supervision. Except as set forth in or contemplated in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of Capital One, F.S.B. since December 31, 2005. (f) Each of the Pooling and Servicing Agreement (in the case of the Bank) and the applicable Receivables Purchase Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of state banking corporations or federal savings banks, as applicable, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to such Seller or in the event of any moratorium or similar occurrence affecting such Seller and to general principles of equity. All approvals, authorizations, consents, orders or other actions regulation of any court, governmental agency or body or official other tribunal having jurisdiction over ContiMortgage or any of its properties. (c) This Agreement and the other Operative Documents to which ContiMortgage is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiMortgage, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiMortgage is not in default with respect to the securities laws any order or decree of any foreign jurisdiction court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiMortgage or its properties or the state securities consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (e) No litigation is pending with respect to which ContiMortgage has received service of process or, to the best of ContiMortgage's knowledge, threatened against ContiMortgage which litigation might have consequences that would prohibit its entering into this Agreement or Blue Sky laws any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of various jurisdictions)ContiMortgage or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiMortgage is a party. (f) No certificate of an officer, required statement furnished in connection with the transfer of the Receivables writing or report delivered pursuant to the applicable Receivables Purchase Agreementterms hereof by ContiMortgage contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, have been statement or will be taken or obtained on or before the Closing Datereport not misleading. (g) The Master Trust is not now, and following the issuance of the Collateral Certificate, will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). (h) The representations and warranties of such Seller statements contained in the Pooling and Servicing Agreement (Registration Statement which describe ContiMortgage or matters or activities for which ContiMortgage is responsible in accordance with the case of the Bank) and the applicable Receivables Purchase Agreement Operative Documents or which are attributable to ContiMortgage therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiMortgage required to be stated therein or necessary to make the statements contained therein with respect to ContiMortgage, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiMortgage that materially adversely affects or in the future may (so far as ContiMortgage can now reasonably foresee) materially adversely affect ContiMortgage or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate and the Corpus delivered by ContiMortgage to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate and the Corpus free and clear of any lien, charge, mortgage, encumbrance or rights of others, except as set forth in Section 3.04 (b) (ix) (other than liens which will be simultaneously released). (i) Neither ContiMortgage nor any affiliate thereof will report on any financial statement any part of the Servicing Fee as an adjustment to the sales price of the Home Equity Loans. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which ContiMortgage makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by ContiMortgage of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of ContiMortgage and the performance by ContiMortgage of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (k) The origination practices used by ContiMortgage with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the mortgage lending business. (l) The transactions contemplated by this Agreement are in the ordinary course of business of ContiMortgage. (m) ContiMortgage is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans, nor is ContiMortgage aware of any pending insolvency. (n) The transfer, assignment and conveyance of the Notes and the Mortgages by ContiMortgage hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (o) ContiMortgage is not transferring the Home Equity Loans to the Depositor with any intent to hinder, delay or defraud its creditors. It is understood and agreed that the representations and warranties set forth in this Section 3.03(1) shall survive delivery of the respective Home Equity Loans to the Trustee. Upon discovery by any of the Servicer, any Sub-Servicer, either Seller, the Certificate Insurer or the Trustee (each, for purposes of this paragraph, a "party") of a breach of any of the representations and warranties set forth in this Section 3.03 which materially and adversely affects the interests of the Owners or the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. ContiMortgage hereby covenants and agrees that within 60 days of its discovery or its receipt of notice of breach, it shall cure such breach in all material respects or, with respect to a breach of clause (h) above, ContiMortgage may (or may cause an affiliate of ContiMortgage to) on the Monthly Remittance Date next succeeding such discovery or receipt of notice (i) substitute in lieu of any Home Equity Loan not in compliance with clause (h) a Qualified Replacement Mortgage and, if the outstanding principal amount of such Qualified Replacement Mortgage as of the applicable Replacement Cut-Off Date is less than the Loan Balance of such Home Equity Loan as of such Replacement Cut-Off Date, deliver an amount equal to such difference together with the aggregate amount of (A) all Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan and (B) all Delinquency Advances and Servicing Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan (a "Substitution Amount") to the Servicer for deposit in the Principal and Interest Account or (ii) purchase such Home Equity Loan from the Trust at the Loan Purchase Price, which purchase price shall be delivered to the Servicer for deposit in the Principal and Interest Account. Notwithstanding any provision of this Agreement to the contrary, with respect to any Home Equity Loan which is not in default or as to which no default is imminent, no repurchase or substitution pursuant to Section 3.03, 3.04 or 3.06 shall be made unless ContiMortgage obtains for the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters to the effect that such a repurchase or substitution would not constitute a Prohibited Transaction for the Trust or any REMIC therein or otherwise subject the Trust or any REMIC therein to tax and would not jeopardize the status of either of the Lower-Tier REMIC or Upper-Tier REMIC as a REMIC (a "REMIC Opinion") addressed to the Trustee and the Certificate Insurer and acceptable to the Certificate Insurer and the Trustee. Any Home Equity Loan as to which repurchase or substitution was delayed pursuant to this Section shall be repurchased or substituted for (subject to compliance with Sections 3.03, 3.04 or 3.06, as the case may be) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Home Equity Loan and (b) receipt by the Trustee and the Certificate Insurer of a REMIC Opinion. (2) ContiWest hereby represents, warrants and covenants to the Trustee, the Certificate Insurer and the Owners that as of the Startup Day: (a) ContiWest is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it, make such qualification necessary. ContiWest has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement by ContiWest and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of ContiWest and will not violate ContiWest's Certificate of Incorporation or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which ContiWest is a party or by which ContiWest is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over ContiWest or any of its properties. (c) This Agreement and the other Operative Documents to which ContiWest is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of ContiWest, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) ContiWest is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of ContiWest or its properties or the consequences of which would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (e) No litigation is pending with respect to which ContiWest has received service of process or, to the best of ContiWest's knowledge, threatened against ContiWest which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of ContiWest or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which ContiWest is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by ContiWest contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe ContiWest or matters or activities for which ContiWest is responsible in accordance with the Operative Documents or which are attributable to ContiWest therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to ContiWest required to be stated therein or necessary to make the statements contained therein with respect to ContiWest, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to ContiWest that materially adversely affects or in the future may (so far as ContiWest can now reasonably foresee) materially adversely affect ContiWest or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement. (h) Upon the receipt of each Home Equity Loan (including the related Note) and other items of the Trust Estate and the Corpus delivered by ContiWest to the Depositor and by the Depositor to the Trustee under this Agreement, the Trust will have good title to such Home Equity Loan (including the related Note) and such other items of the Trust Estate and the Corpus free and clear of any lien, charge, mortgage, encumbrance or rights of others, except as set forth in Section 3.04 (b) (ix) (other than liens which will be simultaneously released). (i) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any st