Common use of Additional Representations and Warranties of the Sellers Clause in Contracts

Additional Representations and Warranties of the Sellers. Each Seller hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series Supplement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Series Supplement unless each Rating Agency shall have notified the Sellers, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (a) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement (the "Collateral"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Seller. (b) The Collateral constitutes "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any item of collateral to the Trustee pursuant to the Agreement, such Seller owned and had good and marketable title to such item of collateral free and clear of any lien, claim or encumbrance of any Person. (d) Such Seller has caused or will have caused, within ten (10) days of the initial execution of the Agreement, 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 Collateral granted to the Trustee pursuant to the Agreement. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. Such Seller has not authorized the filing of and is not aware of any financing statements against such Seller that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Seller is not aware of any judgment or tax lien filings against such Seller.

Additional Representations and Warranties of the Sellers. Each Seller hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series Supplement. Such representations and warranties speak as of the date that the Collateral Receivables (as defined below) is are transferred to the Trustee but shall not be waived by any of the parties to this Series Supplement unless each the Rating Agency Condition shall have notified the Sellers, the Servicer and the Trustee in writing that been satisfied with respect to such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agencywaiver. (a) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement (the "CollateralReceivables"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Seller. (b) The Collateral constitutes Receivables constitute "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any item of collateral Receivable to the Trustee pursuant to the Agreement, such Seller owned and had good and marketable title to such item of collateral Receivables free and clear of any lienLien, claim or encumbrance of any Person. (d) Such Seller has caused or will have caused, within ten (10) days of the initial execution of the Agreement, 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 Collateral Receivables granted to the Trustee pursuant to the Agreement. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the CollateralReceivables. Such Seller has not authorized the filing of and is not aware of any financing statements against such Seller that include a description of the Collateral cover such Receivables other than any financing statement relating to the transfer and security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Seller is not aware of any judgment or tax lien filings against such Seller.

Additional Representations and Warranties of the Sellers. Each (a) In connection with any Securitization Transaction where a Seller hereby makes sold the following representations related Mortgage Loans to the Purchaser, such Seller shall be deemed to represent to the Purchaser, to any Master Servicer and warranties. Such representations and warranties shall survive until the termination of this Series Supplement. Such representations and warranties speak to any Depositor, as of the date that the Collateral (as defined below) on which information is transferred first provided to the Trustee but shall not be waived by Purchaser, any of the parties to this Series Supplement unless each Rating Agency shall have notified the SellersMaster Servicer or any Depositor under Section 11.04 that, the Servicer and the Trustee except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) such Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of such waiver will Seller; (ii) such Seller has not result been terminated as servicer in a reduction residential mortgage loan securitization, either due to a servicing default or withdrawal to application of the rating of any outstanding Series a servicing performance test or Class to which it is a Rating Agency. trigger; (aiii) The Agreement creates a valid and continuing security interest (as defined in no material noncompliance with the applicable UCCServicing Criteria with respect to other securitizations of residential mortgage loans involving such Seller as servicer has been disclosed or reported by such Seller; (iv) in favor no material changes to such Seller's policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Trustee in Mortgage Loans have occurred during the Receivables three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of such Seller's financial condition that could have a material adverse effect on the performance by such Seller of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against such Seller, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to such Seller, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Section 2.01 Item 1119 of the Agreement (the "Collateral"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such SellerRegulation AB. (b) The Collateral constitutes "accounts" within If so requested by the meaning of Purchaser, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 11.04, the applicable UCC. Seller shall use its best efforts to confirm in writing within five (c5) At the time of its transfer of any item of collateral to the Trustee pursuant to the AgreementBusiness Days following such request, such Seller owned and had good and marketable title to such item of collateral free and clear of any lien, claim or encumbrance of any Person. (d) Such Seller has caused or will have caused, within but in no event later than ten (10) days Business Days following such request, the accuracy of the initial execution representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the Agreementdate of such request, provide reasonably adequate disclosure of the filing of all appropriate financing statements pertinent facts, in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted writing, to the Trustee pursuant to the Agreementrequesting party. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. Such Seller has not authorized the filing of and is not aware of any financing statements against such Seller that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Seller is not aware of any judgment or tax lien filings against such Seller.

Additional Representations and Warranties of the Sellers. Each Seller hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series Supplement. Such representations and warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Series Supplement unless each Rating Agency shall have notified the Sellers, the Servicer and the Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. (a) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement (the "“Collateral"”), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Seller. (b) The Collateral constitutes "“accounts" ” within the meaning of the applicable UCC. (c) At the time of its transfer of any item of collateral to the Trustee pursuant to the Agreement, such Seller owned and had good and marketable title to such item of collateral free and clear of any lien, claim or encumbrance of any Person. (d) Such Seller has caused or will have caused, within ten (10) days of the initial execution of the Agreement, 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 Collateral granted to the Trustee pursuant to the Agreement. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. Such Seller has not authorized the filing of and is not aware of any financing statements against such Seller that include a description of the Collateral other than any financing statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Seller is not aware of any judgment or tax lien filings against such Seller.