Common use of Aggregate Receivables Clause in Contracts

Aggregate Receivables. (i) Each Initial Receivable and Additional Receivable is payable in United States dollars and has been created pursuant to and in accordance with the terms of the related Pooling and Servicing Agreement, in accordance with the Seller’s customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller. (ii) The sale and/or contribution to the Depositor and the Issuer of the rights to reimbursement for the Advances and Servicing Advances under each Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Pooling and Servicing Agreement or any other document or agreements to which the Seller is a party or to which its assets or properties are subject. (iii) No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Depositor. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than the Lien created by the Indenture). (iv) As of the date of conveyance thereof, the Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) with respect to any such Receivable.

Aggregate Receivables. (i) As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable: i. Each Initial Receivable and Additional Receivable is payable in United States dollars and has been created pursuant to and in accordance with the terms of the related Pooling and Servicing AgreementContract, in accordance with the Seller’s 's customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller. (ii) . The sale to the Depositor and the sale and/or contribution to the Depositor and the Issuer of the rights to reimbursement for the Advances Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances under each Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Pooling and Servicing Agreement Contract or any other material document or agreements to which the Seller is a party or to which its assets or properties are subject. (iii) . No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the DepositorDepositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of othersothers other than Permitted Liens; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than the Lien created by the IndenturePermitted Liens). (iv) As of the date of conveyance thereof, the . Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) with respect to any such Receivable. v. No such Receivable has been identified by the Seller or reported to the Seller as having resulted from fraud perpetrated by any Person with respect to such Receivable. vi. All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments herein contemplated, and solely in the event that any of the transfers contemplated hereby were to be recharacterized as a pledge or secured loan from the Depositor to the Seller and an assignment thereof from the Depositor to the Issuer rather than absolute sales or contributions, or contributions thereof, to perfect the Depositor's and the Issuer's respective security interests in the Aggregate Receivables that are prior, as applicable, to any other interest held or to be held by any other Person (except the Indenture Trustee on behalf of the Secured Parties), have been made. vii. Such Receivable constitutes an “account within the meaning of Section 9-102(a)(2) of the UCC, a “general intangible” within the meaning of Section 9-102(a)(42) of the UCC or a “payment intangible” within the meaning of Section 9-102(a)(61) of the UCC; no Receivable is secured by “real property” or “fixtures” or evidenced by an “instrument” as such quoted terms are used for purposes of creating and perfecting a security interest under the Relevant UCC. viii. Each such Receivable is the legal, valid and binding obligation of the related Securitization Trust and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, debt adjustment, moratorium or other similar laws affecting creditors' rights generally. There is no valid and enforceable offset, defense or counterclaim to the obligation of the related Securitization Trust to make payment of any such Receivable. ix. Each such Receivable is entitled to be paid, has not been repaid in whole or been compromised, adjusted (except by partial payment), extended, satisfied, subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller. x. No such Receivable includes amounts payable as a result of accounting or other errors, or the failure to deposit funds or the misapplication of funds by the Servicer. xi. No such Receivable has been identified by the Seller as a Nonrecoverable Advance for which reimbursement has not been sought from the Securitization Trust in accordance with the related Servicing Contract. xii. The Initial Receivables shall constitute all of the outstanding Receivables with respect to the Securitization Trusts as of the Initial Funding Date except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof. The Additional Receivables conveyed on any Funding Date constitute all of the Receivables related to Delinquency Advances and/or Servicing Advances with respect to the Securitization Trusts (other than the Initial Receivables), as of such Funding Date, not previously sold to the Depositor hereunder, except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof. The Seller has not sold, assigned, transferred or conveyed, without the Agent's consent, the right to reimbursement for any Delinquency Advance, Legacy Deferred Servicing Fees or Servicing Advance with respect to the Securitization Trusts to any Person other than the Depositor. xiii. Other than any Bottom of Waterfall Advances, if the related Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee becomes a Nonrecoverable Advance after the related Funding Date, the related Servicing Contract provides for the reimbursement of such Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders.

Aggregate Receivables. (i) As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable: i. Each Initial Receivable and Additional Receivable is payable in United States dollars and dollars. Each Additional Receivable has been created pursuant to and in accordance with the terms of the related Pooling and Servicing AgreementContract, in accordance with the Seller’s 's customary procedures with respect to the applicable Securitization Trust Mortgage Loans included in the ▇▇▇▇▇▇▇ Mac Pool, and in the ordinary course of business of the Seller. (ii) . The sale to the Depositor and the sale and/or contribution to the Depositor and the Issuer of the rights to reimbursement for the Delinquency Advances and Servicing Advances under each Securitization Trustwith respect to Mortgage Loans included in the ▇▇▇▇▇▇▇ Mac Pool, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Pooling and Servicing Agreement Contract or any other material document or agreements to which the Seller is a party or to which its assets or properties are subject. (iii) . No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the DepositorDepositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of othersothers other than Permitted Liens; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than the Lien created by the IndenturePermitted Liens). (iv) As of the date of conveyance thereof, the . Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) with respect to any such Receivable. v. No such Receivable has been identified by the Seller or reported to the Seller as having resulted from fraud perpetrated by any Person with respect to such Receivable. vi. All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments herein contemplated, and solely in the event that any of the transfers contemplated hereby were to be recharacterized as a pledge or secured loan from the Depositor to the Seller and an assignment thereof from the Depositor to the Issuer rather than absolute sales or contributions, to perfect the Depositor's and the Issuer's respective security interests in the Aggregate Receivables that are prior, as applicable, to any other interest held or to be held by any other Person (except the Indenture Trustee on behalf of the Secured Parties), have been made. vii. Such Receivable constitutes a “general intangible” within the meaning of Section 9-102(a)(42) of the UCC or a “payment intangible” within the meaning of Section 9-102(a)(61) of the UCC; no Receivable is secured by “real property” or “fixtures” or evidenced by an “instrument” as such quoted terms are used for purposes of creating and perfecting a security interest under the Relevant UCC. viii. Each such Receivable is reimbursable pursuant to the Servicing Contract and relates to a Mortgage Loan that satisfies the eligibility requirements for purchase by ▇▇▇▇▇▇▇ Mac under the ▇▇▇▇▇▇▇ Mac Servicing Guide. There is no valid and enforceable offset, defense or counterclaim to the obligation of ▇▇▇▇▇▇▇ Mac to make payment of any such Receivable. ix. Each such Receivable is entitled to be paid, has not been repaid in whole or been compromised, adjusted (except by partial payment), extended, satisfied, subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller. x. No such Receivable includes amounts payable as a result of accounting or other errors, or the failure to deposit funds or the misapplication of funds by the Servicer. xi. As of the date of conveyance thereof, the Seller has no reason to believe that any Delinquency Advance or Servicing Advance will not be reimbursed in full in accordance with the related Servicing Contract; ▇▇▇▇▇▇▇ Mac has not notified the Seller that any Delinquency Advance or Servicing Advance will be ineligible for reimbursement in accordance with the Servicing Contract. xii. The Initial Receivables shall constitute all of the outstanding Receivables with respect to the Mortgage Loans included in the ▇▇▇▇▇▇▇ Mac Pool as of the Initial Funding Date except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture. The Additional Receivables conveyed on any Funding Date constitute all of the Receivables related to Delinquency Advances and/or Servicing Advances with respect to the Mortgage Loans included in the ▇▇▇▇▇▇▇ Mac Pool (other than the Initial Receivables), as of such Funding Date, not previously sold to the Depositor hereunder, except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture. The Seller has not sold, assigned, transferred or conveyed, without the Agent's consent, the right to reimbursement for any Delinquency Advance or Servicing Advance with respect to Mortgage Loans included in the ▇▇▇▇▇▇▇ Mac Pool to any Person other than the Depositor. xiii. The Servicing Contract is in full force and effect and the Seller is not in default thereunder. (i) None of the Mortgage Loans related to the Receivables have been included in a collateralized mortgage obligation or other mortgage-backed security that requires the Seller to service such Mortgage Loans for the benefit of a trust or trust estate, trustee and related certificateholders. (ii) None of the Receivables are related to Delinquency Advances or Servicing Advances reimbursed other than in accordance with the terms and provisions of the related Servicing Contacts. (iii) No Receivable relates to a “high-cost mortgage loan” or “higher-priced mortgage loan” (as such terms, or term of substantially similar import, are defined in Section 32 of the Truth in Lending Act (Regulation Z) or any corresponding law in effect in the state in which the related Mortgage Loan was originated). (iv) All conditions to the transfer of servicing under the Asset Purchase Agreement, have been satisfied and the mortgage loan servicing rights relating to the Mortgage Loans included in the ▇▇▇▇▇▇▇ Mac Pool have been properly transferred from the applicable MSR Seller to Seller under the Asset Purchase Agreement. (v) Each Initial Receivable and each Additional Receivable is an Eligible Receivable on its Funding Date.

Aggregate Receivables. (i) Each Initial Receivable and Additional Aggregate Receivable is payable in United States dollars and has been created pursuant to a REMIC Pooling Agreement between the Seller and the trustee of a REMIC Trust, in accordance with the terms of the related such REMIC Pooling Agreement and Servicing Agreement, in accordance with the Seller’s customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the SellerSeller and is being transferred, sold, assigned and contributed by the Seller to the Issuer hereunder. Each Aggregate Receivable arises from a P&I Advance for which the REMIC Servicer is entitled to reimbursement pursuant to a REMIC Pooling Agreement. (ii) The sale and/or contribution to the Depositor and the Issuer of the rights to reimbursement for the Advances and Servicing P&I Advances under each Securitization Trust, and the REMIC Pooling Agreement are eligible for assignment and Grant thereof to the Indenture Trustee, does Trust Estate and such assignment and Grant will not violate the terms of or require any consent under the related REMIC Pooling and Servicing Agreement or any other document or agreements to which the Seller is a party or to which its assets or properties are subject, except any such consents of lenders to Oakwood Homes as have been previously obtained. (iii) The information set forth in any Schedule of Receivables hereto shall be true and correct as of the Closing Date and each date of delivery thereof. (iv) It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale and/or contribution and assignment of the Aggregate Receivables from the Seller to the Issuer and that the Aggregate Receivables shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Aggregate Receivable has been sold, transferred, contributed, assigned or pledged by the Seller to any Person other than the DepositorIssuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect had good and marketable title to each such Receivable, and had the right to transfer and sell such Aggregate Receivable, free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in will have good and marketable title to such each Aggregate Receivable, free and clear of all Liens and rights of others (others; and the transfer and assignment herein contemplated has been perfected under the UCC and any other than the Lien created by the Indenture)applicable law. (ivv) As of the any date of conveyance thereofsale and/or contribution of Aggregate Receivables, with respect to the Aggregate Receivables transferred on such date, the Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) Issuer with respect to any such Aggregate Receivable. (vi) As of any date of sale and/or contribution of Aggregate Receivables, with respect to the Aggregate Receivables transferred on such date, no Aggregate Receivable has been identified by the Seller or reported to the Seller by the related REMIC Trust as having resulted from fraud perpetrated by any Person with respect to the related account. (vii) All filings (including UCC filings) necessary in any jurisdiction to provide third parties with notice of the transfer, sale, contribution and assignment herein contemplated, to perfect the transfer, sale and contribution of the Aggregate Receivables hereunder and to give the Issuer a complete ownership interest or (in the event that such transfer is not deemed an absolute assignment, sale and contribution) a security interest in the Aggregate Receivables that is prior to any other interest held by any other person (except the Trustee on behalf of the Noteholders) shall have been made. (viii) No Aggregate Receivable is secured by "real property" or "fixtures" or evidenced by an "instrument" under and as defined in the UCC. (ix) Each Aggregate Receivable is and shall continue to be the legal, valid and binding obligation of the related REMIC Trust and is and shall continue to be enforceable in accordance with its terms. Each P&I Advance complied with all laws, including those relating to consumer protection, is valid and enforceable and at the time sold and contributed to the Issuer, will not be subject to any set-off, counterclaim or other defense to payment by the Obligor or any other person. (x) Each Aggregate Receivable is entitled to be paid, has not been repaid in whole or in part or been compromised, adjusted, extended, satisfied, subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller. (xi) Each REMIC Pooling Agreement provides that it is governed by and is to be construed in accordance with the laws of the Commonwealth of Virginia, the State of New York or the State of North Carolina. (xii) Each Aggregate Receivable is assignable by the Seller, the Issuer and their successors and assigns without the consent of any other Person (except any such consent that shall have been obtained) and upon acquiring the Aggregate Receivables the Issuer will have the right to pledge the Receivables without the consent of any other Person and without any other restrictions on such pledge. (xiii) The Seller has not taken (or omitted to take) and will not take (or omit to take), and has no notice that any other party has taken (or omitted to take) or will take (or omit to take) any action that could impair the collectibility of any Aggregate Receivable. (xiv) Each Aggregate Receivable is, and the creation thereof was, in compliance with all applicable laws rules and regulations. (xv) It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale and/or contribution and assignment of the Aggregate Receivables from the Seller to the Issuer and that the Aggregate Receivables shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. If and to the extent this Agreement does not create a true sale of the Aggregate Receivables from the Seller to the Issuer, however, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Aggregate Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. (xvi) The Aggregate Receivables constitute "general intangibles" within the meaning of the applicable UCC. (xvii) The Seller owns and has good and marketable title to the Aggregate Receivables free and clear of any Liens of any Person. (xviii) The Seller has caused or will have caused, within ten (10) days, 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 in the Aggregate Receivables granted to the Issuer hereunder. (xix) Other than the ownership interest transferred, or the security interest granted, to the Issuer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Aggregate Receivables. The Seller has not authorized the filing of and is not aware of any financing statement against the Seller that includes a description of collateral covering the Aggregate Receivables other than any financing statem▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ interest granted to the Issuer hereunder or (ii) that has been terminated.

Aggregate Receivables. (i) As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable: i. Each Initial Receivable and Additional Receivable is payable in United States dollars and has been created pursuant to and in accordance with the terms of the related Pooling and Servicing Agreement, in accordance with the Seller’s 's customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller. (ii) . The sale to the Depositor and the sale and/or contribution to the Depositor and the Issuer of the rights to reimbursement for the Advances Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances under each Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Pooling and Servicing Agreement Contract or any other material document or agreements to which the Seller is a party or to which its assets or properties are subject. (iii) . No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the DepositorDepositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of othersothers other than Permitted Liens; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than the Lien created by the IndenturePermitted Liens). (iv) As of the date of conveyance thereof, . No such Receivable has been identified by the Seller has not taken or reported to the Seller as having resulted from fraud perpetrated by any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) Person with respect to any such Receivable.

Aggregate Receivables. As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable: (i) Each Initial Receivable and Additional Receivable is payable in United States dollars and has been created pursuant to and in accordance with the terms of the related Pooling and Servicing AgreementContract, in accordance with the Seller’s customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller. (ii) The sale and/or contribution to the Depositor and the sale and/or contribution to the Issuer of the rights to reimbursement for the Delinquency Advances and Servicing Advances under each Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Pooling and Servicing Agreement Contract or any other document or agreements to which the Seller is a party or to which its assets or properties are subject. (iii) No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the DepositorDepositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than the Lien created by the Indenture). (iv) As of the date of conveyance thereof, the Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) with respect to any such Receivable.

Aggregate Receivables. (i) As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable: i. Each Initial Receivable and Additional Receivable is payable in United States dollars and dollars. Each Additional Receivable has been created pursuant to and in accordance with the terms of the related Pooling and Servicing AgreementContract, in accordance with the Seller’s 's customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller. (ii) . The sale to the Depositor and the sale and/or contribution to the Depositor and the Issuer of the rights to reimbursement for the Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Advances Fees under each Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Pooling and Servicing Agreement Contract or any other material document or agreements to which the Seller is a party or to which its assets or properties are subject. (iii) . No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the DepositorDepositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of othersothers other than Permitted Liens; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than the Lien created by the IndenturePermitted Liens). (iv) As of the date of conveyance thereof, the . Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) with respect to any such Receivable v. No such Receivable has been identified by the Seller or reported to the Seller as having resulted from fraud perpetrated by any Person with respect to such Receivable. vi. All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments herein contemplated, and solely in the event that any of the transfers contemplated hereby were to be recharacterized as a pledge or secured loan from the Depositor to the Seller and an assignment thereof from the Depositor to the Issuer rather than absolute sales or contributions, or combinations thereof, to perfect the Depositor's and the Issuer's respective security interests in the Aggregate Receivables that are prior, as applicable, to any other interest held or to be held by any other Person (except the Indenture Trustee on behalf of the Secured Parties), have been made. vii. Such Receivable constitutes a “general intangible” within the meaning of Section 9-102(a)(42) of the UCC or a “payment intangible” within the meaning of Section 9-102(a)(61) of the UCC; no Receivable is secured by “real property” or “fixtures” or evidenced by an “instrument” as such quoted terms are used for purposes of creating and perfecting a security interest under the Relevant UCC. viii. Each such Receivable is reimbursable pursuant to the related Servicing Contract. There is no valid and enforceable offset, defense or counterclaim to the obligation of the related Securitization Trust to make payment of any such Receivable. ix. Each such Receivable is entitled to be paid, has not been repaid in whole or been compromised, adjusted (except by partial payment), extended, satisfied, subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller. x. No such Receivable includes amounts payable as a result of accounting or other errors, or the failure to deposit funds or the misapplication of funds by the Servicer. xi. No such Receivable has been identified by the Seller as a Nonrecoverable Advance with respect to a Delinquency Advance or Servicing Advance, or, with respect to a Legacy Deferred Servicing Fee, nonrecoverable, for which reimbursement has not been sought from the Securitization Trust in accordance with the related Servicing Contract. xii. The Initial Receivables shall constitute all of the outstanding Receivables with respect to the Securitization Trusts as of the Initial Funding Date except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture. The Additional Receivables conveyed on any Funding Date constitute all of the Receivables related to Delinquency Advances and/or Servicing Advances with respect to the Securitization Trusts (other than the Initial Receivables), as of such Funding Date, not previously sold to the Depositor hereunder, except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture. The Seller has not sold, assigned, transferred or conveyed, without the Agent's consent, the right to reimbursement for any Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee with respect to the Securitization Trusts to any Person other than the Depositor. xiii. Other than any Bottom of the Waterfall Advances or with respect to Securitization Trusts otherwise approved by the Agent (in its sole and absolute discretion), if the related Delinquency Advance or Servicing Advance becomes a Nonrecoverable Advance after the related Funding Date, or the related Legacy Deferred Servicing Fee becomes nonrecoverable after the related Funding Date, the related Servicing Contract provides for the reimbursement of such Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders.

Aggregate Receivables. (i) Each Initial Receivable and Additional Receivable is payable in United States dollars and has been created pursuant to and in accordance with the terms of the related Pooling and Servicing Agreement, in accordance with the Seller’s customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller. (ii) The sale and/or contribution to the Depositor and the Issuer Company of the rights to reimbursement for the Advances and Servicing Servicer Advances under each Securitization Trust, and the assignment and Grant thereof to the Indenture TrusteeLender, does not violate the terms of the related Pooling and Servicing Agreement or any other document or agreements to which the Seller is a party or to which its assets or properties are subject. (iii) No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the DepositorCompany. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of othersothers except as provided under applicable law; immediately upon the transfer and assignment thereof, the Issuer Company shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than the Lien created by the Indenture)except as provided under applicable law. (iv) As of the date of conveyance thereof, the Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) Company with respect to any such Receivable. (v) As of the date of conveyance thereof, no such Receivable has been identified by the Seller or reported to the Seller as having resulted from fraud perpetrated by any Person with respect to such Receivable. (vi) All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments herein contemplated, and solely in the event the transfer contemplated hereby were to be recharacterized as a pledge rather than an absolute sale, to perfect the Company’s security interest in the Aggregate Receivables that is prior to any other interest held or to be held by any other Person (except the Lender) have been made or will be made in accordance with the terms of this Agreement. (vii) No Receivable is secured by “real property” or “fixtures” or evidenced by an “instrument” as such quoted terms are used for purposes of creating and perfecting a security interest under the Relevant UCC. (viii) Each such Receivable is the legal, valid and binding obligation of the related Securitization Trust and is enforceable in accordance with its terms. There is no valid and enforceable offset, defense or counterclaim to the obligation of the related Securitization Trust to make payment of any such Receivable except as provided under applicable law. (ix) Each such Receivable is entitled to be paid, has not been repaid in whole or been compromised, adjusted (except by partial payment), extended, satisfied, subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller (except to the extent that any of the above arise in connection with the modification of the related Mortgage Loan made in accordance with the terms of the related Servicing Agreement). (x) As of the date of conveyance thereof, such Receivables do not include amounts payable as a result of accounting or other errors, or the failure to deposit funds or the misapplication of funds by the Servicer. (xi) As of the date of conveyance thereof, no such Receivable has been identified by the Seller as a nonrecoverable Advance for which reimbursement has not been sought from the Securitization Trust in accordance with the related Servicing Agreement. (xii) The Initial Receivables represent all of the rights to be reimbursed for all Servicer Advances with respect to the Securitization Trusts as of the Initial Sale Date. The Seller has not sold, assigned, transferred or conveyed, without the Lender’s consent, any Servicer Advance with respect to such Securitization Trusts to any Person other than the Company. The Additional Receivables conveyed on any Sale Date constitute all of the Servicer Advances with respect to the Securitization Trusts not previously sold or contributed to the Company hereunder, except for Receivables repurchased by the Seller pursuant to Section 6.02. (xiii) If such Advance becomes a nonrecoverable Advance after the Initial Sale Date or any subsequent Sale Date, the related Servicing Agreement provides for the reimbursement of such Servicer Advance from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders. (xiv) Each Servicing Agreement is in full force and effect and, other than as set forth in Schedule II, has not been amended or modified, and no party thereto, to the knowledge of the Seller, is in default thereunder. (xv) As of the date of conveyance thereof, no Receivable is an obligation of a Securitization Trust for which a Securitization Termination Event has occurred and is continuing. (xvi) The principal amount of any Additional Receivable relating to a Servicing Advance or Loan-Level Advance, when added to the aggregate outstanding principal amount of all Receivables relating to Servicing Advances and Loan- Level Advances under the related Securitization Trust, does not cause the weighted average months outstanding with respect to all such Receivables to exceed 16 months. (xvii) Each Receivable has not been repaid or reimbursed to the Seller or any other Person. (xviii) Each Receivable was made by the Seller pursuant to the Servicer Advance Guidelines. (xix) Each Receivable is deemed recoverable when made. (xx) Each Receivable is recoverable solely from collections on, or arising out of, the Mortgage Loans and other assets subject to the related Eligible Servicing Agreement and does not otherwise constitute a claim for reimbursement from any Person. (xxi) Reserved. (xxii) Reserved. (xxiii) Reserved. (xxiv) No Receivable is on account of Servicing Advances made for fees charged with respect to demand letters.