Common use of Collateral Value Exclusions Clause in Contracts

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viii) is a Second-Lien Receivable; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables to exceed 22.5% of the aggregate Receivables Balances of all Facility Eligible Receivables; (xi) is a Facility Eligible Receivable that is a Loan-Level Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables to exceed 20.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xii) is a Facility Eligible Receivable that is attributable to a Non-FIFO Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.0% of the aggregate Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiii) if more than ninety (90) days have passed since the Designation Date in respect of the related Designated Servicing Agreement, relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 5.

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 VF1 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viii) is a Second-Lien Receivable; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables to exceed 22.5% of the aggregate Receivables Balances of all Facility Eligible Receivables; (xi) is a Facility Eligible Receivable that is a Loan-Level Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables to exceed 20.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xii) is a Facility Eligible Receivable that is attributable to a Non-FIFO Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.0% of the aggregate Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiii) if more than ninety (90) days have passed since the Designation Date in respect of the related Designated Servicing Agreement, relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 5.

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 VF1 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable (x) that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level ReceivableReceivable or (y) in respect of which ninety (90) days or fewer have passed since the Designation Date in respect of the related Designated Servicing Agreement; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.025%; provided, that this clause (ii) shall not apply to any Receivable in respect of which ninety (90) days or fewer have passed since the Designation Date in respect of the related Designated Servicing Agreement; (iii) [RESERVED]; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (ivv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vvi) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, Agreement or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vivii) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (viii) if on any date that is ninety (90) days after the Designation Date in respect of the related Designated Servicing Agreement, (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viii) is a Second-Lien Receivable; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables to exceed 22.5% of the aggregate Receivables Balances of all Facility Eligible Receivables; (xi) is a Facility Eligible Receivable that is a Loan-Level Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables to exceed 20.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiix) has a zero Advance Rate; (xi) is a Facility Eligible Second-Lien Receivable that is attributable unless the following criteria are satisfied: (1) the related Servicing Agreement must have a General Collections Backstop; (2) the related Servicing Agreement may not be a Small Threshold Servicing Agreement; and (3) the Advance to UPB Ratio in respect of the related Servicing Agreement must be less than 25%; (xii) relates to a Non-FIFO Receivable, Mortgage Loan or REO Property which is subject to a lease or rental agreement entered into by the extent that Servicer in accordance with the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables to exceed (i) from terms and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.0% provisions of the aggregate Receivable Balances applicable Servicing Agreement in lieu of all Facility Eligible Receivables included in the Trust Estateforeclosure; (xiii) if more than ninety (90) days have passed since the Designation Date in respect of the related Designated Servicing Agreement, relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 3 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 3 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivablezero, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 5.

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 VF3 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viii) is a Second-Lien Receivable; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables to exceed 22.5% of the aggregate Receivables Balances of all Facility Eligible Receivables; (xi) is a Facility Eligible Receivable that is a Loan-Level Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables to exceed 20.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xii) is a Facility Eligible Receivable that is attributable to a Non-FIFO Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iiiii) on and after April 1, 2014, the lesser of $25,000,000 or 1.0% of the aggregate Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiii) if more than ninety (90) days have passed since the Designation Date in respect of the related Designated Servicing Agreement, relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 5.

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 T2 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0100%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related UPB Ratio to exceed 20%; (iii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.020%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Designated Servicing Agreement or that is a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Designated Servicing Agreement, a Low Threshold Servicing Agreement, or Agreement that is a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.015% of the aggregate of the Receivable Balances of all Receivables included in the Aggregate ReceivablesTrust Estate; (avii) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%[reserved]; (viii) until the Administrative Agent shall have provided its written consent (in its sole and absolute discretion), and notwithstanding satisfaction of clause (xi) and (xii) of the definition of “Facility Eligible Receivable” and clause (viii) of the definition of “Facility Eligible Servicing Agreement” in the Base Indenture, is a SecondServicing Fee Advance Receivable. For the avoidance of doubt, for so long as the Administrative Agent determines that the Servicing Fee Advance Receivables related to any Servicing Fee Advance Designated Servicing Agreement cannot be afforded a positive Collateral Value, such Designated Servicing Agreement shall not be considered a Servicing Fee Advance Designated Servicing Agreement in respect of the Series 2013-Lien ReceivableT2 Notes; (ix) has a zero Advance Rate; (x) is a Loan-Level Servicing Fee Advance Receivable or attributable to a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables to exceed 22.5% of the aggregate Receivables Balances of all Facility Eligible Receivables; (xi) is a Facility Eligible Receivable that is a Loan-Level ReceivableMortgaged Property, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Balance outstanding for all Facility Eligible other Loan-Level Servicing Fee Advance Receivables outstanding with respect to such Mortgaged Property, causes the total Receivable Balance for all Loan-Level Receivables would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to all Loan-Level Servicing Fee Advance Receivables to exceed 20.010% of the total Receivable Balances Net Property Value of all Facility Eligible Receivables included in the Trust Estatesuch Mortgaged Property; (xiix) is a Facility Eligible Restricted Servicing Fee Advance Receivable that is attributable to a Non-FIFO ReceivableDesignated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Balance outstanding for all Facility Eligible other Restricted Servicing Fee Advance Receivables outstanding with respect to Non-FIFO Receivablesall Designated Servicing Agreements, would cause causes the total Receivable Balances attributable to Balance for all Facility Eligible Receivables outstanding with respect to Non-FIFO Restricted Servicing Fee Advance Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.03.25% of the aggregate total Receivable Balances Balance of all Facility Eligible Receivables included in the Trust Estate;; and (xiiixi) if more than ninety (90) days have passed since the Designation Date in respect of the related Designated is a Servicing Agreement, relates to an Fee Advance that Receivable which has not been reimbursed in full or a Deferred under the related Servicing Fee that has not been paid in full within forty-five (45) days Advance Designated Servicing Agreement as of the remittance date following the date of a permanent modification liquidation of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof final reporting with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 5respect thereto.

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 T1 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or Agreement, (b) a Loan-Level Receivable, or (c) a Second-Lien Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% %; or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viii) is a Second-Lien ReceivableReceivable unless the following criteria are satisfied: (1) the related Servicing Agreement must have a General Collections Backstop; (2) the related Servicing Agreement may not be a Small Threshold Servicing Agreement; (3) the Advance to UPB Ratio in respect of the related Servicing Agreement must be less than 25%; and (4) the Receivables Balance of such Second-Lien Receivable when added to the aggregate Receivables Balances of all Second-Lien Receivables that are Facility Eligible Receivables and that satisfy the criteria in clauses (1), (2) and (3) above would not cause the aggregate Receivables Balances to exceed 3% of the total Receivables Balances of all Facility Eligible Receivables included in the Trust Estate; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Loan-Level Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables outstanding with respect to all Mortgage Loans or REO Properties to exceed 22.510.0% of the aggregate Receivables Balances Receivable Balance of all Facility Eligible Receivables;Receivables included in the Trust Estate; or (xi) is a Facility Eligible Receivable that is (a) attributable to a Small Threshold Servicing Agreement, (b) a Loan-Level Receivable or (c) a Second-Lien Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and all Loan-Level Receivables would cause the total Receivable Balances attributable to all and Second-Lien Receivables that are Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables to exceed 20.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xii) is a Facility Eligible Receivable that is attributable to a Non-FIFO Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to NonSmall Threshold Servicing Agreements and all Loan-FIFO Level Receivables and Second-Lien Receivables that are Facility Eligible Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.012.5% of the aggregate total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiii) if more than ninety (90) days have passed since the Designation Date in respect of the related Designated Servicing Agreement, relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable (other than any Deferred Servicing Fee Receivable) has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable (other than any Deferred Servicing Fee Receivable) has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 55 (other than that clause (ix) above shall apply for all Deferred Servicing Fee Receivables).

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 T3 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or Agreement, (b) a Loan-Level Receivable, or (c) a Second-Lien Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% %; or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viii) is a Second-Lien ReceivableReceivable unless the following criteria are satisfied: (1) the related Servicing Agreement must have a General Collections Backstop; (2) the related Servicing Agreement may not be a Small Threshold Servicing Agreement; (3) the Advance to UPB Ratio in respect of the related Servicing Agreement must be less than 25%; and (4) the Receivables Balance of such Second-Lien Receivable when added to the aggregate Receivables Balances of all Second-Lien Receivables that are Facility Eligible Receivables and that satisfy the criteria in clauses (1), (2) and (3) above would not cause the aggregate Receivables Balances to exceed 3% of the total Receivables Balances of all Facility Eligible Receivables included in the Trust Estate; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Loan-Level Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables outstanding with respect to all Mortgage Loans or REO Properties to exceed 22.510.0% of the aggregate Receivables Balances Receivable Balance of all Facility Eligible Receivables;Receivables included in the Trust Estate; or (xi) is a Facility Eligible Receivable that is (a) attributable to a Small Threshold Servicing Agreement, (b) a Loan-Level Receivable or (c) a Second-Lien Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and all Loan-Level Receivables would cause the total Receivable Balances attributable to all and Second-Lien Receivables that are Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables to exceed 20.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xii) is a Facility Eligible Receivable that is attributable to a Non-FIFO Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to NonSmall Threshold Servicing Agreements and all Loan-FIFO Level Receivables and Second-Lien Receivables that are Facility Eligible Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.012.5% of the aggregate total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiii) if more than ninety (90) days have passed since the Designation Date in respect of the related Designated Servicing Agreement, relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable (other than any Deferred Servicing Fee Receivable) has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable (other than any Deferred Servicing Fee Receivable) has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 55 (other than that clause (ix) above shall apply for all Deferred Servicing Fee Receivables).

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 20132015-VF2 VF1 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the such Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iviii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (viv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (viv) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level ReceivableReceivable or a Specified Receivable under clause (A) of the definition thereof, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viiivii) is a Second-Lien Receivable; (ixviii) has a zero Advance Rate; (xix) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Loan-Level Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables outstanding with respect to all Mortgage Loans or REO Properties to exceed 22.525.0% of the aggregate Receivables Receivable Balances of all Facility Eligible ReceivablesReceivables included in the Trust Estate; (xix) is a Facility Eligible Receivable that is (a) attributable to a Small Threshold Servicing Agreement or (b) a Loan-Level Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and all Loan-Level Receivables that are Facility Eligible Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and all Loan-Level Receivables that are Facility Eligible Receivables to exceed 20.027.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xi) is attributable to a Designated Servicing Agreement that does not provide that all Advances as to a Mortgage Loan are reimbursed on a “first-in, first out” or “FIFO” basis (“Non-FIFO”), upon the transfer of servicing thereunder, such that the Advances of a particular type that were disbursed first in time will be reimbursed prior to Advances of the same type with respect to that Mortgage Loan that were disbursed later in time; and if it is a Whole Loan Servicing Agreement, does not provide that all Advances with respect to any Mortgage Loan must be reimbursed in full at the time the servicing of such Mortgage Loan is transferred out of such Whole Loan Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding, would cause the total Receivable Balances attributable to Non-FIFO Receivables outstanding that are Facility Eligible Receivables to exceed 10.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xii) is a Facility Eligible Receivable that is attributable to a Non-FIFO Specified Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Non-FIFO that are Specified Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Non-FIFO that are Specified Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.010.0% of the aggregate total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiii) if is a Facility Eligible Receivable that is a Specified Receivable for which (I) (a) the Servicer has received a notice that the holder of the right to initiate the optional termination or clean-up call contemplated by the related OTP Provision is exercising such right, (b) more than ninety ten (9010) days Business Days have passed occurred since the Designation Servicer’s receipt of such notice or a Funding Date in respect has occurred since the Servicer’s receipt of such notice and (c) such notice does not expressly provide that all Advances and Deferred Servicing Fees under the related Designated Servicing Agreement, Agreement will be paid or reimbursed in full upon the exercise of such optional termination or clean-up call or (II) the related optional termination or clean-up call has been exercised and such Specified Receivable has not been paid or reimbursed; (xiv) relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within forty-five ninety (4590) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xivxv) is a Receivable related attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreements Agreement, would cause the related Market Value Ratio to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balanceexceed 50.0%. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Receivable Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 54, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivablezero, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 54.

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 T3 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0100%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related UPB Ratio to exceed 20%; (iii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.020%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Designated Servicing Agreement or that is a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Designated Servicing Agreement, a Low Threshold Servicing Agreement, or Agreement that is a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances Balance outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.015% of the aggregate of the Receivable Balances of all Receivables included in the Aggregate ReceivablesTrust Estate; (avii) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%reserved; (viii) until the Administrative Agent shall have provided its written consent (in its sole and absolute discretion), and notwithstanding satisfaction of clause (xi) and (xii) of the definition of “Facility Eligible Receivable” and clause (viii) of the definition of “Facility Eligible Servicing Agreement” in the Base Indenture, is a SecondServicing Fee Advance Receivable. For the avoidance of doubt, for so long as the Administrative Agent determines that the Servicing Fee Advance Receivables related to any Servicing Fee Advance Designated Servicing Agreement cannot be afforded a positive Collateral Value, such Designated Servicing Agreement shall not be considered a Designated Servicing Agreement in respect of the Series 2013-Lien ReceivableT3 Notes; (ix) has a zero Advance Rate; (x) is a Loan-Level Servicing Fee Advance Receivable or attributable to a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables to exceed 22.5% of the aggregate Receivables Balances of all Facility Eligible Receivables; (xi) is a Facility Eligible Receivable that is a Loan-Level ReceivableMortgaged Property, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Balance outstanding for all Facility Eligible other Loan-Level Servicing Fee Advance Receivables outstanding with respect to such Mortgaged Property, causes the total Receivable Balance for all Loan-Level Receivables would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to all Loan-Level Servicing Fee Advance Receivables to exceed 20.010% of the total Receivable Balances Net Property Value of all Facility Eligible Receivables included in the Trust Estate;such Mortgaged Property; and (xiix) is a Facility Eligible Restricted Servicing Fee Advance Receivable that is attributable to a Non-FIFO ReceivableServicing Fee Advance Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Balance outstanding for all Facility Eligible other Restricted Servicing Fee Advance Receivables outstanding with respect to Non-FIFO Receivablesall Designated Servicing Agreements, would cause causes the total Receivable Balances attributable to Balance for all Facility Eligible Receivables outstanding with respect to Non-FIFO Restricted Servicing Fee Advance Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.03.25% of the aggregate total Receivable Balances Balance of all Facility Eligible Receivables included in the Trust Estate;; and (xiiixi) if more than ninety (90xi) days have passed since the Designation Date in respect of the related Designated is a Servicing Agreement, relates to an Fee Advance that Receivable which has not been reimbursed in full or a Deferred under the related Designated Servicing Fee that has not been paid in full within forty-five (45) days Agreement as of the remittance date following the date of a permanent modification liquidation of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof final reporting with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 5respect thereto.

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 20132019-VF2 VF1 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level Facility Eligible Receivable; (ii) is attributable if the Receivable relates to any Designated Servicing Agreement to a Non-Crossed Protective Advance, the extent that related Receivable Balance causes the aggregate Receivable Balance of all Facility Eligible Receivables relating to Non-Crossed Protective Advances on such Receivable, when added date to exceed the lesser of (A) $15,000,000 and (B) an amount equal to the product of 20.0% and the aggregate Receivable Balances already outstanding with respect to Balance of all Facility Eligible Receivables on such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%date; (iii) is a if the Receivable causes the aggregate Receivable Balance of all other Facility Eligible Receivable that is attributable to a Small Threshold Receivables outstanding under the related Designated Servicing Agreement to the extent that the Receivable Balance exceed ten percent (10.0%) of such Receivable, when added to the aggregate Receivable Balances Balance of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estateon such date; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that if the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viii) is a Second-Lien Receivable; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables to exceed 22.5% of the aggregate Receivables Balances of all Facility Eligible Receivables; (xi) is a Facility Eligible Receivable that is a Loan-Level Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables to exceed 20.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xii) is a Facility Eligible Receivable that is attributable relates to a Non-FIFO Receivable, Crossed Protective Advance that is related to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding a property with respect to Non-FIFO Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables to exceed (i) from estimated recovery value less than $2,500.00 and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.0% of the aggregate Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiii) if more greater than ninety (90) days have passed since the Designation Date in respect of Delinquent, the related Designated Servicing Agreement, relates Receivable Balance causes the aggregate Receivable Balance of all Facility Eligible Receivables relating to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within fortyNon-five Crossed Protective Advances related to properties with estimated recovery value less than $2,500.00 and greater than ninety (4590) days following the Delinquent on such date of a permanent modification of the related Mortgage Loan that becomes effective subsequent exceeds an amount equal to the creation product of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) 4.0% and the aggregate Receivable Balance of all Facility Eligible Receivables on such date; (v) if the Receivable relates to a Securitization Trust as to which the aggregate outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust related Securitization Trust Assets is less than $5,000,000, the percentage indicated related Receivable Balance causes the aggregate Receivable Balance of all Facility Eligible Receivables related to a Securitization Trust as to which the aggregate outstanding principal balance of the related Securitization Trust Assets is less than $5,000,000 on such Schedule 4 date to exceed an amount equal to the product of two percent (2.0%) and the aggregate Receivable Balance of all Facility Eligible Receivables on such securitization trust’s cut-off date balance. For purposes of each of the foregoing, date; and (ivi) if any the Receivable relates to a Securitization Trust Asset that is secured by a second priority Lien, the related Receivable Balance causes the aggregate Receivable Balance of all Facility Eligible Receivable has a Collateral Value Receivables related to Securitization Trust Assets which are secured by second priority Liens on such date to exceed an amount equal to zero pursuant to any Collateral Value exclusion test, the portion product of one percent (1.0%) and the Receivables aggregate Receivable Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivable, Receivables on such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 5date.

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 T2 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or Agreement, (b) a Loan-Level Receivable, or (c) a Second-Lien Receivable; (ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vi) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances attributable to such Designated Servicing Agreement to exceed 15.0% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% %; or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; (viii) is a Second-Lien ReceivableReceivable unless the following criteria are satisfied: (1) the related Servicing Agreement must have a General Collections Backstop; (2) the related Servicing Agreement may not be a Small Threshold Servicing Agreement; (3) the Advance to UPB Ratio in respect of the related Servicing Agreement must be less than 25%; and (4) the Receivables Balance of such Second-Lien Receivable when added to the aggregate Receivables Balances of all Second-Lien Receivables that are Facility Eligible Receivables and that satisfy the criteria in clauses (1), (2) and (3) above would not cause the aggregate Receivables Balances to exceed 3% of the total Receivables Balances of all Facility Eligible Receivables included in the Trust Estate; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or a Non-FIFO Receivable, to the extent that the related Receivable Balance of such Loan-Level Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables outstanding with respect to all Mortgage Loans or REO Properties to exceed 22.510.0% of the aggregate Receivables Balances Receivable Balance of all Facility Eligible Receivables;Receivables included in the Trust Estate; or (xi) is a Facility Eligible Receivable that is (a) attributable to a Small Threshold Servicing Agreement, (b) a Loan-Level Receivable or (c) a Second-Lien Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and all Loan-Level Receivables would cause the total Receivable Balances attributable to all and Second-Lien Receivables that are Facility Eligible Receivables outstanding with respect to all Loan-Level Receivables to exceed 20.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xii) is a Facility Eligible Receivable that is attributable to a Non-FIFO Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to NonSmall Threshold Servicing Agreements and all Loan-FIFO Level Receivables and Second-Lien Receivables that are Facility Eligible Receivables to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.012.5% of the aggregate total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (xiii) if more than ninety (90) days have passed since the Designation Date in respect of the related Designated Servicing Agreement, relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance of the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable (other than any Deferred Servicing Fee Receivable) has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable (other than any Deferred Servicing Fee Receivable) has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 55 (other than that clause (ix) above shall apply for all Deferred Servicing Fee Receivables).

Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2013-VF2 VF1 Notes, the Collateral Value shall be zero for any Receivable that: (i) is attributable to any Designated Servicing Agreement to the extent that the related Receivable Balance of such ReceivableBalance, when added to the aggregate Receivable Balances Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0100%; provided, that this clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement or (b) a Loan-Level Receivable; (ii) [reserved]; (iii) is attributable to any Designated Servicing Agreement to the extent that the related Receivable Balance of such ReceivableBalance, when added to the aggregate Receivable Balances Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.025%; (iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold Designated Servicing Agreement or that is a Low Small Balance Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (v) is a Facility Eligible Receivable that is attributable to a Small Threshold Designated Servicing Agreement, Agreement that is a Low Threshold Servicing Agreement, or ; (vi) is attributable to a Designated Servicing Agreement that is a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; (vivii) is attributable to a Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances Balance outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances Balance attributable to such Designated Servicing Agreement to exceed 15.015% of the aggregate of the Receivable Balances of the Aggregate Receivables; (a) if it is a Loan-Level Receivable, its Receivable Balance, when added to the aggregate Receivable Balances Balance of all Receivables with respect to included in the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (b) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%Trust Estate; (viii) is a Second-Lien Receivable; (ix) has a zero Advance Rate; (x) is a Loan-Level Receivable or attributable to a Non-FIFO ReceivableMortgage Loan, to the extent that the related Receivable Balance of such Loan-Level Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables and Non-FIFO Receivables already Balance outstanding with respect to all that same Mortgage Loans or REO PropertiesLoan, causes would cause the aggregate ratio of (a) the total Receivable Balances of all Loan-Level Receivables and Non-FIFO Receivables Balance attributable to such Mortgage Loan to (b) the Net Property Value for the Mortgaged Property to exceed 22.5% of the aggregate Receivables Balances of all Facility Eligible Receivables50%; (xiix) is a Facility Eligible Restricted Servicing Fee Advance Receivable that is attributable to a Loan-Level ReceivableServicing Fee Advance Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of Balance outstanding for all Facility Eligible other Restricted Servicing Fee Advance Receivables outstanding with respect to all Loan-Level Receivables would cause Servicing Fee Advance Designated Servicing Agreements, causes the total Receivable Balances attributable to Balance for all Facility Eligible Receivables outstanding with respect to all Loan-Level Restricted Servicing Fee Advance Receivables to exceed 20.03.25% of the total Receivable Balances Balance of all Facility Eligible Receivables included in the Trust Estate; (xiix) is a Facility Eligible Receivable attributable to a Servicing Agreement listed on Schedule 11 of the Base Indenture to the extent that the Receivables Balance of such Receivable, when added to the aggregate Receivables Balance of all Receivables attributable to Servicing Agreements listed on Schedule 11 of the Base Indenture, cause the total Receivables Balance attributable to Receivables attributable to a Servicing Agreement listed on Schedule 11 of the Base Indenture to exceed 12.5% of the total Receivables Balances of all Receivables included in the Trust Estate; (xi) is a Receivable attributable to a Servicing Agreement listed on Schedule 1-A of the Base Indenture to the extent that the Receivables Balance of such Receivable, when added to the aggregate Receivables Balance of all Receivables attributable to Servicing Agreements listed on Schedule 1-A of the Base Indenture, cause the total Receivables Balance attributable to Receivables attributable to a Servicing Agreement listed on Schedule 1-A of the Base Indenture to exceed 6.25% of the total Receivables Balances of all Receivables included in the Trust Estate; (xii) is attributable to a Non-FIFO ReceivableServicing Agreement listed on Schedule 11 of the Base Indenture, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables Balance outstanding with respect to Non-FIFO Receivablesthat same Servicing Agreement, would cause the total Receivable Balances Balance attributable to all Facility Eligible Receivables outstanding with respect to Non-FIFO Receivables such Servicing Agreement to exceed (i) from and including the Closing Date through October 1, 2013, $150,000,000, (ii) from and including October 1, 2013 through April 1, 2014, $100,000,000, and (iii) on and after April 1, 2014, the lesser of $25,000,000 or 1.05% of the aggregate of the Receivable Balances Balance of all Facility Eligible Receivables included in the Trust Estate;; and (xiii) if more than ninety (90) days have passed since is attributable to a Servicing Agreement listed on Schedule 1-A, to the Designation Date in extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balance outstanding with respect of the related Designated to that same Servicing Agreement, relates would cause the total Receivable Balance attributable to an Advance that has not been reimbursed in full or a Deferred such Servicing Fee that has not been paid in full within forty-five (45) days following the date Agreement to exceed 5% of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent); or (xiv) is a Receivable related to the Designated Servicing Agreements related to the securitization trusts identified on Schedule 4 to the Base Indenture (as the same may be updated from time to time pursuant to Section 2.2(c) of the Base Indenture) and the aggregate of the outstanding principal balance Receivable Balance of all Receivables included in the Mortgage Loans and each REO Property remaining in such securitization trust is less than the percentage indicated on such Schedule 4 of such securitization trust’s cut-off date balance. For purposes of each of the foregoing, (i) if any Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivables Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this Section 5, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero or is a Second-Lien Receivable, such Facility Eligible Receivable shall be disregarded for all other purposes of this Section 5Trust Estate.