SPS Advance

8/19/2019 SPS Advance

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Standard Poor’s

Ratings Services

17g-7(N) Representations

Warranties Disclosure Report

DEC. 2, 2015

SEC Rule 17g-7(N)

SEC Rule 17g-7(N) requiresan NRSRO, for any reportaccompanying a credit ratingrelating to an asset-backedsecurity as defined in the Rule,to include a description of therepresentations, warrantiesand enforcement mechanismsrelated to the assets availableto investors and a description

of how they differ from therepresentations, warrantiesand enforcement mechanismsin issuances of similarsecurities.

This is Standard & Poor’sRatings Services’ 17g-7(N)Representations & WarrantiesDisclosure Report for thetransaction shown in the titleabove.

SPS Servicer AdvanceReceivables Trust (Series2015-T2, 2015-T3, And 2015-VF1) Advance receivables-backed notes series 2015-

T2, 2015-T3, and 2015-VF1

Primary Credit Analyst:

Sujoy Saha, New York, (1) 212-438-3902;[email protected]

Secondary Contact:

Joseph P Speziale, New York, (212) 438-5653; [email protected]

Surveillance Credit Analyst:

Edward W Tamiso, New York, (1) 212-438-5086;[email protected]

As required by SEC Rule 17g-7(N), this report includes only those representations,warranties and enforcement mechanisms related to the assets available to investors. Thisreport does not include representations and warranties without a correspondingenforcement mechanism or remedy in the transaction documents that may be exercised byinvestors (or their representatives).


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U.S. RMBS Servicer Advances (English) Standard & Poor's 17g-7(N) Report: SPS Servicer Advance Receivables Trust (Series2015-T2, 2015-T3, And 2015-VF1)

Copyright © 2015 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.

See Disclaimer on the last page. Page 2

Table 1

No. Benchmark Transaction

Representations And Warranties (Amended And Restated Receivables Sale Agreement, Receivables Sale Agreement, Assignment, Assumption And Recognition Agreement, Third Amended And Restated Indenture,

Series 2015-VF1 Amended And Restated Indenture Supplement, Series 2015-T2 Indenture Supplement AndSeries 2015-T3 Indenture Supplement)

1 The Seller hereby makes the following representations andwarranties on which the Depositor and the Issuer arerelying in accepting the Aggregate Receivables andexecuting this Agreement. The representations are madeas of the execution and delivery of this Agreement, and asof each date of conveyance of the Initial Receivables or any

Additional Receivables, as applicable, pursuant to this Agreement. Such representations and warranties shallsurvive the sale and/or contribution of any AggregateReceivables to the Depositor and are as follows:

Representations and Warranties of SPS withrespect to the Initial Receivables.

SPS hereby makes the representations andwarranties contained in Sections 4.03, 5.01, 5.02,5.03, 5.04, 5.05, 5.06, 5.07 and 5.10 of thePurchase Contract and listed on Schedule 2 hereto(and incorporated herein by reference), to the extentsuch representations and warranties relate toReceivables related to the BANA Servicing

Agreements. SPS makes such representations andwarranties for the benefit of the Issuer, theIndenture Trustee and the Noteholders, on whichthe Issuer is relying in purchasing the InitialReceivables pursuant to the Receivables Pooling

Agreement and on which the Noteholders arerelying in purchasing the Notes. Therepresentations are made as of the date of this

Agreement. Such representations and warrantiesshall survive the sale and/or contribution,assignment, transfer and conveyance of anyReceivables and any other related Transferred

Assets to the Issuer.

Representations, Warranties and CertainCovenants of SPS, as Servicer and asReceivables Seller .

SPS, as receivables seller and as servicer, herebymakes the following representations, warranties andcovenants for the benefit of the Depositor, theIssuer, and the Indenture Trustee for the benefit ofthe Noteholders, on which the Depositor is relying inpurchasing the Aggregate Receivables andexecuting this Agreement, on which the Issuer isrelying in purchasing the Aggregate Receivablesand executing the Receivables Pooling Agreement,and on which the Noteholders are relying inpurchasing the Notes. The representations aremade as of the date of this Agreement, and as ofeach Sale Date. Such representations andwarranties shall survive the sale and/or contribution,

assignment, transfer and conveyance of anyReceivables and any other related Transferred

Assets to the Depositor and the Issuer.

(a) General Representations, Warranties andCovenants.

(b) Representations, Warranties and Covenants ofSPS Concerning the Receivables.

SPS hereby represents and warrants, for the benefitof the Assignor and the Assignee, that the


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representations and warranties set forth in Sections4 and 5(b) of the Receivables Sale Agreement weretrue and correct with respect to each ExistingReceivable as of the date of conveyance of suchExisting Receivable to the Prior Depositor. SPSfurther represents and warrants, for the benefit ofthe Assignor, the Assignee Depositor and the

Assignee, that upon discovery of any breach ofSPS’s representations, warranties or covenants thatpertain to an Existing Receivable, the Assigneeshall be entitled to the remedies for breach set forthin Section5(d), as applicable, of the Amended andRestated Receivables Sale Agreement, dated as ofthe date hereof (as amended, restated,supplemented or otherwise modified from time totime, the “Assignee Receivables Sale Agreement”),by and between SPS, as receivables seller and asservicer, and the Assignee Depositor, as depositor(subject to cure provisions set forth therein).

Representations and Warranties of SPS withrespect to the Initial Receivables.

SPS hereby makes the representations andwarranties contained in Section 3.01 and 3.02 of thePurchase Contract and listed on Schedule 2 hereto(and incorporated herein by reference), to the extentsuch representations and warranties relate to theInitial Receivables. SPS makes suchrepresentations and warranties for the benefit of theIssuer, the Indenture Trustee and the Noteholders,on which the Issuer is relying in purchasing theInitial Receivables pursuant to the PurchaseContract and on which the Noteholders are relyingin purchasing the Notes. The representations aremade as of the date of this Agreement. Such

representations and warranties shall survive thesale and/or contribution, assignment, transfer andconveyance of any Receivables and any otherrelated Transferred Assets to the Issuer.

Representations, Warranties and CertainCovenants of SPS.

SPS hereby makes the following representationsand warranties for the benefit of the Depositor, theIssuer, the Indenture Trustee and the Noteholders,on which the Depositor is relying in purchasing the

Additional Receivables and executing this Agreement, on which the Issuer is relying inpurchasing the Additional Receivables and

executing the Receivables Pooling Agreement, andon which the Noteholders are relying in purchasingthe Notes. The representations are made as of thedate of this Agreement, and as of each Sale Dateon which SPS conveys Additional Receivableshereunder. Such representations and warrantiesshall survive the sale and/or contribution,assignment, transfer and conveyance of anyReceivables and any other related Transferred

Assets to the Depositor and the Issuer.

(b) Representations, Warranties and Covenants of


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the Receivables Seller Concerning the AdditionalReceivables.

2 The Seller is receiving fair consideration and reasonablyequivalent value in exchange for the sale and/orcontribution of the Aggregate Receivables to the Depositorunder this

Agreement.

Fair Consideration.

The aggregate consideration received by SPS, asreceivables seller, pursuant to this Agreement is fairconsideration having reasonably equivalent value tothe value of the Aggregate Receivables and theperformance of the obligations of SPS, asreceivables seller, hereunder.

3 No sale, contribution, transfer, assignment or conveyanceof Aggregate Receivables by the Seller to the Depositorcontemplated by this Agreement will be subject to the bulktransfer or any similar statutory provisions in effect in anyapplicable jurisdiction.

Bulk Transfer .

No sale, contribution, transfer, assignment orconveyance of Receivables by SPS, as receivablesseller, to the Depositor contemplated by this

Agreement or by the Depositor to the Issuerpursuant to the Receivables Pooling Agreement willbe subject to the bulk transfer or any similarstatutory provisions in effect in any applicable

jurisdiction.

4 The Seller has no reason to believe that at the time of thesale and/or contribution of any Receivables to the Depositorpursuant hereto, such Receivables will not be paid in full.

Reimbursement or Payment of Receivables.

SPS has no reason to believe that at the time of thetransfer of any Receivables to the Depositorpursuant hereto, such Receivables will not bereimbursed or paid in full.

5 The Seller has not waived or forgiven any obligation of aMortgagor to repay any Servicing Advance, in whole or inpart.

No Defenses.

As of the related Sale Date, each Receivablerepresents valid entitlement to be paid, has notbeen repaid in whole or in part or been

compromised, adjusted, extended, satisfied,subordinated, rescinded, waived, amended ormodified, and is not subject to compromise,adjustment, extension, satisfaction, subordination,rescission, set-off, counterclaim, defense, waiver,amendment or modification by any Person.

No Defenses.

As of the related Sale Date, each AdditionalReceivable represents valid entitlement to be paid,has not been repaid in whole or in part or beencompromised, adjusted, extended, satisfied,subordinated, rescinded, waived, amended ormodified, and is not subject to compromise,

adjustment, extension, satisfaction, subordination,rescission, set-off, counterclaim, defense, waiver,amendment or modification by any Person.

6 Each Initial Receivable and Additional Receivable ispayable in United States dollars and has been createdpursuant to and in accordance with the terms of the relatedPooling and Servicing Agreement, in accordance with theSeller’s customary procedures with respect to theapplicable Securitization Trust and in the ordinary course ofbusiness of the Seller.

Facility Eligible Receivables.

Each Receivable is payable in United States dollars,is a Facility Eligible Receivable and is transferredpursuant to a Designated Servicing Agreement thatis a Facility Eligible Servicing Agreement. EachReceivable arises from an Advance or DeferredServicing Fee for which SPS is entitled to


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reimbursement or payment, as applicable, pursuantto a Designated Servicing Agreement.

Facility Eligible Servicing Agreement: As of any dateof determination, any Designated Servicing

Agreement which meets the following criteria:

… (iii) all Receivables arising under such Servicing Agreement are free and clear of any Adverse Claimin favor of any Person (other than any PermittedLien) and the related MBS Trustee or other owneror investor and, if required by the relatedDesignated Servicing Agreement, any relatedmonoline insurer or other credit enhancementprovider shall have been delivered a noticesubstantially in the form of Exhibit C attached heretosigned by the Servicer;…

Eligible Receivables.

Each Additional Receivable is payable in UnitedStates dollars and has been created pursuant to aDesignated Servicing Agreement that is an EligibleServicing Agreement, in accordance with the termsof such Designated Servicing Agreement and withthe customary procedures and in the ordinarycourse of business of the Servicer. Each AdditionalReceivable arises from an Advance for which theServicer is entitled to reimbursement pursuant to aDesignated Servicing Agreement.

7 The sale and/or contribution to the Depositor and the Issuerof the rights to reimbursement Servicing Advances undereach Securitization Trust, and the assignment and Grantthereof to the Indenture Trustee, does not violate the termsof the related Pooling and Servicing Agreement or any

other document or agreements to which the Seller is a partyor to which its assets or properties are subject.

No Violation.

Neither the execution, delivery and performance ofthis Agreement, the other Transaction Documentsor the Related Documents by SPS, nor the

consummation by SPS of the transactionscontemplated hereby or thereby nor the fulfillment ofor compliance with the terms and conditions of this

Agreement, the Related Documents or the otherTransaction Documents to which SPS is a party (A)will violate the organizational documents of SPS,(B) will constitute a default (or an event which, withnotice or lapse of time or both, would constitute adefault), or result in a breach or acceleration of, anymaterial indenture, agreement or other materialinstrument to which SPS or any of its Affiliates is aparty or by which it or any of them is bound, orwhich may be applicable to SPS, (C) constitutes adefault (whether with notice or lapse of time orboth), or results in the creation or imposition of any

Adverse Claim upon any of the property or assets ofSPS under the terms of any of the foregoing, or (D)violates any statute, ordinance or law or any rule,regulation, order, writ, injunction or decree of anycourt or of any public, governmental or regulatorybody, agency or authority applicable to SPS or itsproperties.

No Violation.

Neither the execution, delivery and performance ofthis Agreement, the other Transaction Documents


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or the Related Documents by SPS, nor theconsummation by SPS of the transactionscontemplated hereby or thereby nor the fulfillment ofor compliance with the terms and conditions of this

Agreement, the Related Documents or the otherTransaction Documents to which SPS is a party (A)will violate the organizational documents of SPS,

(B) will constitute a default (or an event which, withnotice or lapse of time or both, would constitute adefault), or result in a breach or acceleration of, anymaterial indenture, agreement or other materialinstrument to which SPS or any of its respective

Affiliates is a party or by which it or any of them isbound, or which may be applicable to SPS, (C)constitutes a default (whether with notice or lapse oftime or both), or results in the creation or impositionof any Adverse Claim upon any of the property orassets of SPS under the terms of any of theforegoing, or (D) violates any statute, ordinance orlaw or any rule, regulation, order, writ, injunction ordecree of any court or of any public, governmentalor regulatory body, agency or authority applicable toSPS or its respective properties.

8 No Receivable has been sold, transferred, assigned orpledged by the Seller to any Person other than theDepositor, or by the Depositor to any other Person otherthan the Issuer. Upon the Closing Date, the Issuer shallown all of such interest in and to each Initial Receivable,free and clear of all Liens and rights of others (other thanthe Lien created by the Indenture). Immediately prior toeach transfer and assignment herein contemplated, theSeller was the sole owner with respect to each AdditionalReceivable, and had the right to transfer and sell suchReceivable, free and clear of all Liens and rights of others;immediately upon the transfer and assignment thereof by

the Seller, the Depositor shall own all of such interest inand to such Receivable, free and clear of all Liens andrights of others (other than the Lien created by theIndenture); immediately upon the transfer and assignmentthereof by the Depositor, the Issuer shall own all of suchinterest in and to such Receivable, free and clear of allLiens and rights of others (other than the Lien created bythe Indenture).

Perfection.

… (C) SPS has not pledged, assigned, sold,granted a security interest in, or otherwise conveyedany of the Aggregate Receivables and the relatedTransferred Assets, other than under this

Agreement, except pursuant to any agreement thathas been terminated on or prior to the date hereof.SPS has not authorized the filing of and is notaware of any financing statement filed against it, theDepositor or the Issuer covering the AggregateReceivables and the related Transferred Assets

other than those filed in connection with this Agreement and the other Transaction Documentsand those that have been terminated on or prior tothe date hereof or for which the lien with respect tothe Receivables has been released. SPS is notaware of any judgment or tax lien filings against it….

Good Title.

Immediately prior to each Purchase of Receivableshereunder, SPS is the legal and beneficial owner ofeach such Receivable and the related Transferred

Assets with respect thereto, free and clear of any Adverse Claims other than Permitted Liens; andimmediately upon the transfer and assignment

thereof, the Depositor and its assignees will havegood and marketable title to, with the right to selland encumber, each Receivable, whether nowexisting or hereafter arising, together with therelated Transferred Assets with respect thereto, freeand clear of any Adverse Claims other thanPermitted Liens.

9 The Seller has not taken any action that, or failed to takeany action the omission of which would materially impairthe rights of the Depositor, the Issuer, the IndentureTrustee (or any Secured Party) with respect to any such

No Impairment of SPS’s Rights.

As of the Closing Date, or as of any Sale Date withrespect to any Receivables sold on such date,


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Receivable. neither SPS nor any other Person has taken anyaction that, or failed to take any action the omissionof which, would materially impair its rights or therights of its assignees, with respect to anyReceivables.

No Action to Impair Collectability.

SPS has not taken (or omitted to take) and will nottake (or omit to take), and has no notice that anyother Person has taken (or omitted to take) or willtake (or omit to take) any action that could impairthe collectability of any Receivable.

No Impairment of SPS’s Rights.

As of the Closing Date, or as of any Sale Date withrespect to any Additional Receivables sold on suchdate, neither the Receivables Seller nor any otherPerson has taken any action that, or failed to takeany action the omission of which, would materiallyimpair its rights or the rights of its assignees, withrespect to any Additional Receivables.

No Action to Impair Collectability.

The Servicer has not taken (or omitted to take) andwill not take (or omit to take), and has no notice thatany other Person has taken (or omitted to take) orwill take (or omit to take) any action that couldimpair the collectability of any AdditionalReceivable.

10 No such Receivable has been identified by the Seller orreported to the Seller as having resulted from fraudperpetrated by any Person with respect to such Receivable.

No Fraud.

As of any Sale Date, with respect to the

Receivables transferred on such date, noReceivable has been identified by SPS or reportedto SPS by the related MBS Trustee as havingresulted from fraud perpetrated by any Person.

No Fraud.

As of any Sale Date, with respect to the AdditionalReceivables transferred on such date, no AdditionalReceivable has been identified by the Servicer orreported to the Servicer by the related MBS Trusteeas having resulted from fraud perpetrated by anyPerson.

11 All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments hereincontemplated, and solely in the event that any of thetransfers contemplated hereby were to be re-characterizedas a pledge rather than an absolute sale, to perfect (i) theIssuer’s security interest in the Aggregate Receivables and(ii) the Depositor’s security interest in the AggregateReceivables, in each case that is prior to any other interestheld or to be held by any other Person (except theIndenture Trustee on behalf of the Secured Parties) havebeen made.

Perfection.

(A) This Agreement creates a valid and continuingsecurity interest (as defined in the applicable UCC)in the Aggregate Receivables and the relatedTransferred Assets with respect thereto in favor ofthe Depositor, which security interest is prior to allother Adverse Claims, and is enforceable as suchagainst creditors of and purchasers from SPS; therelated Assignment and Recognition Agreementcreates a valid and continuing security interest (asdefined in the applicable UCC) in the ExistingReceivables and the related Transferred Assets


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with respect thereto in favor of the Issuer, whichsecurity interest is prior to all other Adverse Claims,and is enforceable as such against creditors of andpurchasers from SPS or the related Prior Issuer;

(B) SPS has caused the filing of all appropriatefinancing statements in the proper filing office in the

appropriate jurisdictions under the UCC in order toperfect the security interest in the AggregateReceivables and the related Transferred Assetsgranted to the Depositor hereunder; and…

12 Such Receivable constitutes a “general intangible” withinthe meaning of Section 9-102(a) (42) of the UCC or a“payment intangible” within the meaning of Section 9-102(a)(61) of the UCC; no Receivable is secured by “realproperty” or “fixtures” or evidenced by an “instrument” assuch quoted terms are used for purposes of creating andperfecting a security interest under the Relevant UCC.

UCC Classification.

No Receivable is secured by “real property” or“fixtures” or evidenced by an “instrument” under andas defined in the UCC. The Aggregate Receivablesconstitute “general intangibles,” “accounts,” or“payment intangibles” within the meaning of theapplicable UCC.

UCC Classification.

No Additional Receivable is secured by “realproperty” or “fixtures” or evidenced by an“instrument” under and as defined in the UCC. The

Additional Receivables constitute “generalintangibles” within the meaning of the applicable UCC.

13 Each such Receivable is the legal, valid and bindingobligation of the related Securitization Trust and isenforceable in accordance with its terms. There is no validand enforceable offset, defense or counterclaim to theobligation of the related Securitization Trust to makepayment of any such Receivable.

Enforceability; Compliance with Laws.

Each Receivable is enforceable in accordance withits terms set forth in the related DesignatedServicing Agreement. Each Advance complied withall applicable laws, including those relating to

consumer protection, is valid and enforceable and,at the time it is sold to the Depositor, will not besubject to any set-off, counterclaim or other defenseto payment by the Obligor, the related MBS Trust,the related MBS Trustee, or any other party.

Enforceability; Compliance with Laws.

Each Additional Receivable is enforceable inaccordance with its terms set forth in the relatedDesignated Servicing Agreement. Each Advancecomplied with all applicable laws, including thoserelating to consumer protection, is valid andenforceable and at the time it is sold to theDepositor, will not be subject to any set-off,counterclaim or other defense to payment by theObligor, the related MBS Trust, MBS Trustee or anyother party.

14 Each such Receivable is entitled to be paid, has not beenrepaid in whole or been compromised, adjusted (except bypartial payment), extended, satisfied, subordinated,rescinded, amended or modified, and is not subject tocompromise, adjustment, extension, satisfaction,subordination, rescission, set-off, counterclaim, defense,amendment or modification by the Seller.

No Defenses.

As of the related Sale Date, each Receivablerepresents valid entitlement to be paid, has notbeen repaid in whole or in part or beencompromised, adjusted, extended, satisfied,subordinated, rescinded, waived, amended or


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modified, and is not subject to compromise,adjustment, extension, satisfaction, subordination,rescission, set-off, counterclaim, defense, waiver,amendment or modification by any Person.

No Defenses.

As of the related Sale Date, each AdditionalReceivable represents valid entitlement to be paid,has not been repaid in whole or in part or beencompromised, adjusted, extended, satisfied,subordinated, rescinded, waived, amended ormodified, and is not subject to compromise,adjustment, extension, satisfaction, subordination,rescission, set-off, counterclaim, defense, waiver,amendment or modification by any Person.

15 No Receivable is an obligation of a Securitization Trust forwhich a Securitization Termination Event has occurred andis continuing.

Not included in the Transaction.

16 None of the Receivables are related to Servicing Advancesreimbursed other than in accordance with the terms andprovisions of the related Pooling and Servicing

Agreements.


17 Each Receivable is an obligation of a Securitization Trustfor which the Pooling and Servicing Agreement providesthat (A) the Servicer may enter into an advance facility withany person which provides that such Person may receivean assignment or pledge of the Servicer’s rights to bereimbursed for Servicing Advances under such Pooling andServicing Agreement, (B) all Servicing Advances as to aMortgage Loan are reimbursed on a First In First Out(“FIFO”) basis, such that the Servicing Advances of a

particular type that were disbursed first in time will bereimbursed prior to Servicing Advances of the same typewith respect to that Mortgage Loan that were disbursedlater in time, and (C) other than with respect toSecuritization Trusts with Modified Call Language, theServicer shall be reimbursed for all outstanding andunreimbursed Servicing Advances under such Pooling andServicing Agreement upon exercise of a clean-up call withrespect to the related Securitization Trust.


18 Not included in the Benchmark. Valid Transfer .

Upon the execution and delivery of this Agreement,each Assignment of Receivables and theDesignated Servicing Agreement Schedule by each

of the parties hereto, this Agreement shall evidencea valid sale, transfer, assignment and conveyanceof the Additional Receivables as of the applicableSale Date to the Depositor, which is enforceableagainst creditors of and purchasers from SPSexcept as such enforceability may be limited bybankruptcy, insolvency or similar laws and byequitable principles. The related Assignment andRecognition Agreement evidences a valid sale,transfer, assignment and conveyance of theExisting Receivables from Prior Issuer to the Issuer,which is enforceable against creditors of and


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purchasers from SPS or the Prior Issuer except assuch enforceability may be limited by bankruptcy,insolvency or similar laws and by equitableprinciples.

19 Not included in the Benchmark. No Fraudulent Conveyance.

SPS is selling the Aggregate Receivables to theDepositor in furtherance of its ordinary businesspurposes, with no intent to hinder, delay or defraudany of its creditors.

No Fraudulent Conveyance.

The Receivables Seller is selling and contributingthe Additional Receivables to the Depositor infurtherance of its ordinary business purposes, withno intent to hinder, delay or defraud any of itscreditors.

20 Not included in the Benchmark. Assignment Permitted under Servicing

Agreements.

Each Receivable arising under a DesignatedServicing Agreement is fully transferable and suchtransfer will not violate the terms of, or require theconsent of any Person under the related DesignatedServicing Agreement or any other document oragreement to which SPS is a party or to which itsassets or properties are subject.

Assignment Permitted under ServicingAgreements.

Each Additional Receivable arising under aDesignated Servicing Agreement is fully

transferable and such transfer will not violate theterms of, or require the consent of any Personunder the related Designated Servicing Agreementor any other document or agreement to which theServicer is a party or to which its assets orproperties are subject.

21 Not included in the Benchmark. Schedule of Receivables.

The information set forth in the Schedule ofReceivables hereto shall be true and correct as ofthe date of this Agreement and each Funding Date.

Schedule of Additional Receivables.

The information set forth in the Schedule of Additional Receivables hereto shall be true andcorrect as of the date of this Agreement and eachFunding Date.

22 Not included in the Benchmark. No Pending Proceedings.

There are no proceedings pending, or, to the best ofSPS’s knowledge, threatened, wherein anygovernmental agency has (A) alleged that anyReceivable is illegal or unenforceable, (B) asserted


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the invalidity of any Receivable or (C) sought anydetermination or ruling that might adversely affectthe payment or enforceability of any Receivable.

No Pending Proceedings.

There are no proceedings pending, or, to the best of

SPS’s knowledge, threatened, wherein anygovernmental agency has (A) alleged that any

Additional Receivable is illegal or unenforceable, (B)asserted the invalidity of any Additional Receivableor (C) sought any determination or ruling that mightadversely affect the payment or enforceability of any

Additional Receivable.

23 Not included in the Benchmark. SPS’s Reporting Obligations.

With respect to each Receivable, SPS is not awareof any circumstances which could reasonably beexpected to make it unable to perform its reportingobligations as set forth in the Indenture in any

material respect.

SPS’s Reporting Obligations.

With respect to each Additional Receivable, SPS isnot aware of any circumstances which couldreasonably be expected to make it unable toperform its reporting obligations as set forth in theIndenture in any material respect.

24 Not included in the Benchmark. No Consent Required.

Each Receivable is assignable by SPS, and by theDepositor and its successors and assigns, withoutthe consent of any other Person (except any such

consent that shall have been obtained), and uponacquiring the Receivables the Issuer will have theright to pledge the Receivables without the consentof any other Person (except any such consent thatshall have been obtained) and without any otherrestrictions on such pledge.

No Consent Required.

Each Additional Receivable is assignable by theReceivables Seller, and by the Depositor and itssuccessors and assigns, without the consent of anyother Person (except any such consent that shallhave been obtained), and upon acquiring the

Additional Receivables the Issuer will have the rightto pledge the Additional Receivables without theconsent of any other Person and without any otherrestrictions on such pledge.

25 Not included in the Benchmark. No Government Receivables.

No Receivable is due from the United States of America or any state or from any agency,department or instrumentality of the United States of

America or any state thereof.


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No Government Receivables.

No Additional Receivable is due from the UnitedStates of America or any state or from any agency,department or instrumentality of the United States of

America or any state thereof.

26 Not included in the Benchmark. Title to the Purchased Assets.

Seller is, or as of each Sale Date, shall be, the soleand lawful owner of all right, title and interest in andto the Purchased Assets sold on such Sale Date inaccordance with Applicable Requirements, is (otherthan with respect to the Subserviced MortgageLoans) responsible for the maintenance of theRelated Escrow Accounts and Custodial Accounts,and has, or as of such Sale Date, shall have, thesole right and authority, subject to any requiredServicing Agreement Consents or otherwise, totransfer the Purchased Assets sold on such SaleDate, including the rights to reimbursement for

related Advances paid for by Purchaser or AdvanceReceivables Purchaser as contemplated hereby.The transfer, assignment and delivery of thePurchased Assets, including the rights toreimbursement for Advances paid for by AdvanceReceivables Purchaser and of the Related Escrow

Accounts and Custodial Accounts, as applicable,shall vest in Advance Receivables Purchaser andPurchaser all rights to the Purchased Assets inaccordance with Applicable Requirements, free andclear of any and all claims, charges, defenses,offsets and encumbrances of any kind or naturewhatsoever.

Subject to and as limited by Section 5.12 of the

Purchase Contract, Seller represents and warrantsto Purchaser and Advance Receivables Purchaseras of the Effective Date and each Sale Date asfollows:

27 Not included in the Benchmark. Servicing.

(a) Compliance.

(i) (A) Each Mortgage Loan conformed andconforms to the Applicable Requirements in allmaterial respects, and each Mortgage Loan waseligible for sale to, insurance by, or pooling to backsecurities issued or guaranteed by, or participationcertificates issued by, the applicable Investor orInsurer upon such sale, issuance of insurance orpooling, except in each case where such failure toconform or ineligibility would not be the contractualor legal responsibility of the Purchaser as thetransferee under the applicable Servicing

Agreement; (B) each Mortgage Loan has beenoriginated, underwritten and serviced in compliancewith all Applicable Requirements in all materialrespects, except where such lack of compliancewould not be the contractual or legal responsibilityof the Purchaser as the transferee under theapplicable Servicing Agreement and (C) Seller is


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not otherwise in default with respect to Seller’sobligations under the Applicable Requirements.

(ii) Each Mortgage Loan which is required pursuantto Applicable Requirements or which is representedby Seller to have mortgage insurance or a guarantycertificate has such mortgage insurance or a

guaranty certificate, except where the lack of suchmortgage insurance or a guaranty certificate wouldnot be the contractual or legal responsibility of thePurchaser as transferee under the applicableServicing Agreement, and has an accurate holderidentification for purposes of filing claims. Allprovisions of such insurance policies or guaranteeshave been and are being complied with in allmaterial respects, all premiums due thereunderhave been paid, and such policies and/orguarantees are in full force and effect, except wherethe lack of compliance or the lapse or invalidity ofpolicies or guarantees would not be the contractualor legal responsibility of the Purchaser as transfereeunder the applicable Servicing Agreement.

(iii) Schedule 5.01(a)(iii) sets forth all judicial andadministrative judgments, orders, remediationplans, stipulations, awards, writs and injunctionsapplicable to any Mortgage Loan or MortgageServicing Right for which Purchaser is legally orcontractually responsible as the transferee of theMortgage Servicing Rights.

(b) Servicing Rights.

(i) Seller owns all right, title and interest in and tothe Mortgage Servicing Rights free and clear of allliens, and has the sole right to act as servicer with

respect to the Mortgage Loans pursuant to andsubject to the terms and conditions of the Servicing Agreements.

(ii) Seller has not engaged any subservicers,subcontractors or other agents to perform any of itsduties under any of the Servicing Agreements, otherthan engagements that are permitted by, and are incompliance in all material respects with therequirements of, the applicable Servicing

Agreements, and all fees and expenses due andpayable to any such subservicer, subcontractor oragent as of each Sale Date in connection therewithhave been paid, or will be paid before overdue, bySeller.

(c) Servicing Agreements.

(i) Schedule 5.01(c)(i) contains a list of all Servicing Agreements in effect. Seller has heretofore madeavailable to Advance Receivables Purchaser andPurchaser true and complete copies or electronicversions of each such Servicing Agreement onSchedule 5.01(c)(i).

(ii) Each Servicing Agreement is a valid and bindingobligation of the Seller, is in full force and effect,


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and is enforceable by Seller in accordance with itsterms, subject to applicable bankruptcy, insolvencyand similar laws affecting creditors’ rights generally,and subject, as to enforceability, to generalprinciples of equity, whether applied in a court oflaw or a court of equity.

(iii) None of the other parties to any of the Servicing Agreements have provided written notice to theSeller that such party will terminate, modify oramend any of the Servicing Agreements or theSeller’s benefits or the Mortgage Servicing Rightsunder any of the Servicing Agreements.

(d) Collateral Files. All of the Collateral Files relatedto such Mortgage Loans are in the possession ofthe Custodian (except for any exceptions asreported by the Custodian on its exceptionreporting); provided, however, that certain of theCollateral Files may be in the possession ofapplicable foreclosure attorneys under baileeagreements.

28 Not included in the Benchmark. Recourse Status.

All of the Mortgage Loans shall be without Recourseto Advance Receivables Purchaser or Purchaser asthe transferee of the Advance Receivables andother Mortgage Servicing Rights.

29 Not included in the Benchmark. Advances.

(a) All Advances paid for by Advance ReceivablesPurchaser or Purchaser to Seller or net againstamounts paid over by Seller to AdvanceReceivables Purchaser or Purchaser hereunder

were made and are eligible for reimbursement inaccordance with Applicable Requirements, arecarried on the books of Seller at values determinedin accordance with generally accepted accountingprinciples, are not subject to any set-off or claim thatcould be asserted against Seller, or to Seller’sknowledge, Advance Receivables Purchaser,Purchaser, and Seller has not received any noticefrom any Investor, or any Insurer or other Person inwhich such Investor, Insurer or Person disputes ordenies a claim by Seller for reimbursement inconnection with an Advance.

(b) No Advance has been sold, transferred,assigned or pledged by Seller to any Person otherthan Advance Receivables Purchaser. Seller hasnot taken any action that, or failed to take any actionthe omission of which, would materially impair therights of Advance Receivables Purchaser withrespect to any such Advance.

30 Not included in the Benchmark. Accuracy of Information.

The information (i) in the data tapes provided bySeller, or its agents, to Purchaser and AdvanceReceivables Purchaser as of December 2, 2013,


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and (ii) in the Mortgage Loan Schedules pertainingto the Mortgage Loans, Advances and the MortgageServicing Rights, is true and correct in all materialrespects as of the dates indicated therein. TheMortgage Loan Schedules contain in all materialrespects a complete and accurate list of all of theMortgage Servicing Rights sold or intended to be

sold, and the related Mortgage Loans, as of thedates indicated therein.

31 Not included in the Benchmark. Delivery of Information.

The Collateral File and Credit and Servicing File foreach Mortgage Loan collectively contain alldocuments and instruments required by the

Applicable Requirements for servicing suchMortgage Loan in all material respects inaccordance with Applicable Requirements withoutunreasonable expense or delay which would becaused solely by the condition of the Collateral Fileor the Credit and Servicing File.

32 Not included in the Benchmark. Repurchase.

There is no pending claim or demand against Sellerfor repurchase of any Mortgage Loan, or rescissionof any MI or denial of an MI claim.

33 Not included in the Benchmark. Servicing Fee Not Sold.

No portion of the base minimum Servicing Feerequired under a Servicing Agreement payable byany Investor in connection with the MortgageServicing Rights on any Mortgage Loan has beensold, transferred, assigned or pledged by Seller to

any third party other than Purchaser.

34 Not included in the Benchmark. Related Escrow and Custodial Accounts.

All Related Escrow Accounts and Custodial Accounts are being and have been maintained inaccordance with the Applicable Requirements.Except as to payments which are past due underMortgage Notes, all balances required by theMortgages or other Mortgage Loan documents andpaid to Seller for the account of the Mortgagors areon deposit in the appropriate Related Escrow

Account or Custodial Account.

35Not included in the Benchmark. Representations and Warranties Regarding

Individual Mortgage Loans.

With respect to each Mortgage Loan, Sellerrepresents and warrants to the Purchaser as ofeach Servicing Transfer Closing Date or such otherdate as may be specified that:

(a) Seller has serviced each Mortgage Loan inaccordance with the applicable ServicingDocument;

(b) All principal and interest, servicing, and other


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advances made by or on behalf of Seller were madein full compliance with the related ServicingDocuments;

(c) To Seller’s knowledge, the servicing filesprovided to the Purchaser by or on behalf of Sellerand its agent, if applicable, shall contain all

documents, instruments and information necessaryto service the Mortgage Loans in accordance withthe applicable legal and regulatory requirements,the mortgage note and the mortgage. To Seller’sknowledge, each mortgage loan document providedto the Purchaser by or on behalf of Seller and itsagent, if applicable, is the original or a true andaccurate copy of the document or instrument. ToSeller’s knowledge, any data tapes or similar mediaaccurately reflects the terms of the documentscontained in the Serving File in all material respectsand may be relied upon by the Purchaser inconnection with the servicing of the MortgageLoans.

(d) If, as of such Servicing Transfer Closing Date,Seller is servicing a first lien mortgage loan on theMortgaged Property, Seller has maintained a fullservice tax and flood contract on such MortgageLoan;

(e) The information set forth in the mortgage loanschedule delivered pursuant to Section 2.03 hereofis true and correct in all material respects;

(f) Other than the April 13, 2011 Office of theComptroller of the Currency consent order with theSeller and the April 4, 2012 Department of Justiceand State Attorneys General consent judgment with

the Seller, no settlement agreement with anyGovernmental Authority entered into by Sellermaterially and adversely affects the ServicingRights or the servicing of the Mortgage Loans; and

(g) To the Seller’s knowledge, the information setforth in the litigation schedule attached hereto asExhibit E is true and correct in all material respectsas of June 5, 2012.

Enforcement Mechanism(s)

36 Repurchase Upon Breach.

The Issuer, the Depositor, the Indenture Trustee or the

Seller, as the case may be, shall inform the Issuer, theDepositor, the Seller, the Co-Agents and the IndentureTrustee (as applicable) promptly (but in no event later thantwo (2) Business Days following such discovery), in writing,upon the discovery of any breach of the Seller’s or Depositor’s representations and warranties hereunder. Ifany such representation or warranty pertains to aReceivable (including the representations under Sections #and #)), unless such breach shall have been cured withinten (10) days after the earlier to occur of the discovery ofsuch breach by the Issuer, the Depositor or the Seller (asapplicable) or receipt of written notice of such breach by the

Remedies Upon Breach.

SPS shall inform the Indenture Trustee and the

Administrative Agent promptly, in writing, upon thediscovery of any breach of its representations,warranties or covenants hereunder. Unless suchbreach shall have been cured or waived within thirty(30) days after the earlier to occur of the discoveryof such breach by SPS or receipt of written notice ofsuch breach by SPS, such that, in the case of arepresentation and warranty, such representationand warranty shall be true and correct in all materialrespects as if made on such day, and SPS shallhave delivered to the Indenture Trustee an officer’scertificate describing the nature of such breach and


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Issuer, the Depositor, any Co-Agent, the Indenture Trusteeor the Seller (as applicable) or waived by any Co-Agent, theSeller or the Depositor, as applicable, shall repurchasesuch Receivable from the Issuer at a price equal to theoutstanding Receivables Balance of such Receivable as ofthe date of repurchase (the “Repurchase Price”); provided,that neither the Depositor nor the Seller shall repurchase

any such Receivable pursuant to this Section # unless theCollateral Coverage Requirement is not satisfied. TheSeller or the Depositor, as applicable, shall pay anyRepurchase Price directly to the Indenture Trustee fordeposit into the Reimbursement Account.

the manner in which the relevant representation andwarranty became true and correct or the breachwas otherwise cured, SPS shall either repurchasethe affected Receivables or indemnify its assignees(including the Depositor, the Issuer, the IndentureTrustee and each of their respective assignees),against and hold its assignees (including the

Depositor, the Issuer, the Indenture Trustee andeach of their respective assignees) harmless fromany cost, liability and expense, including, withoutlimitation, reasonable attorneys’ fees and expenses,whether incurred in enforcement proceedingsbetween the parties or otherwise, incurred as aresult of, or arising from, such breach, the amountof which shall equal the Receivables Balance of anyaffected Receivable and each such purchase orindemnification amount to be paid hereunder, an“Indemnity Payment”. This Section 5(d) sets forththe exclusive remedy for a breach of representation,warranty or covenant by SPS, as servicer,pertaining to a Receivable. Notwithstanding theforegoing, the breach of any representation,warranty or covenant shall not be waived by theIssuer under any circumstances without the consentof the Majority Noteholders of all OutstandingNotes.

37 Not included in the Benchmark. Indemnification.

… (b) Without limiting or being limited by theforegoing, SPS shall pay on demand to eachIndemnified Party any and all amounts necessary toindemnify such Indemnified Party from and againstany and all Indemnification Amounts relating to orresulting from:

(i) reliance on any representation or warranty madeby SPS under or in connection with this Agreement,any other Transaction Document, any report or anyother information delivered by it pursuant hereto,which shall have been incorrect in any materialrespect when made or deemed made ordelivered;…

38 Not included in the Benchmark. Indemnity Payments for Receivables UponBreach.

(a) Upon discovery by the Issuer or the Administrator, or upon the actual knowledge of aResponsible Officer of the Indenture Trustee, of abreach of any of the representations and warrantiesof the Receivables Seller as to any Receivable setforth in Section 4(b) of the Receivables Sale

Agreement, the party discovering such breach shallgive prompt written notice to the other partieshereto. Upon notice of such a breach, the

Administrator shall enforce the Issuer’s rights torequire the Receivables Seller to deposit theIndemnity Payment with respect to the affectedReceivable(s) into the Collection and Funding

Account. This obligation shall pertain to allrepresentations and warranties of the ReceivablesSeller as to the Receivables set forth in Section 4(b)


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of the Receivables Sale Agreement, whether or notthe Receivables Seller has knowledge of the breachat the time of the breach or at the time therepresentations and warranties were made.

(b) Unless repurchased by the Receivables Sellerpursuant to the Receivables Sale Agreement or in a

transaction contemplated by Section 2.1 hereof, theReceivables shall remain in the Trust Estate,regardless of any receipt of an Indemnity Paymentin the Collection and Funding Account. The soleremedies of the Indenture Trustee and theNoteholders with respect to a breach of any of therepresentations and warranties of the ReceivablesSeller as to any Receivable set forth in Section 4(b)of the Receivables Sale Agreement shall be toenforce the obligation of the Issuer hereunder andthe remedies of the Issuer (as assignee of theDepositor) against the Receivables Seller under theReceivables Sale Agreement. The IndentureTrustee shall have no duty to conduct anyaffirmative investigation as to the occurrence of anycondition requiring the payment of any IndemnityPayment for any Receivable pursuant to thisSection 2.3, except as otherwise provided inSection 11.2….

39 Not included in the Benchmark. Events of Default; Target Amortization Events.

Upon the occurrence of an Event of Default, theRevolving Period or Target Amortization Period forall Classes and Series of the Notes shallautomatically terminate and the Full AmortizationPeriod for all Outstanding Notes shall commencewithout further action on the part of any Person,unless, together, the Series Required Noteholders

for each Series, notify the Indenture Trustee, assoon as reasonably practicable following any waiverthereof, that they have waived the occurrence ofsuch Event of Default and consent to thecontinuation of the Revolving Period or Target

Amortization Periods (in the case of any Notes stillin their Revolving Periods or Target AmortizationPeriods). Upon the occurrence of a Target

Amortization Event with respect to a Class orSeries, the Notes of such Class or Series shall entertheir Target Amortization Periods and as a resultshall be paid principal in Target Amortization

Amounts under Section 4.5(a)(1)(v) on subsequentPayment Dates, unless the requisite partiespursuant to the Indenture Supplement related to

that Series notify the Indenture Trustee that theyhave waived the occurrence of such Target

Amortization Event and consent to the continuationof the Revolving Periods (in the case of any Notesstill in their Revolving Periods; provided that noSeries of VFNs may continue its Revolving Periodunless all Outstanding Series of VFNs consent tocontinuation of their Revolving Periods). The

Administrator shall notify the Indenture Trustee andthe Administrative Agent immediately upon theoccurrence of any Event of Default or Target

Amortization Event. The Administrative Agent shall


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use commercially reasonable efforts to notify theIndenture Trustee and each Derivative Counterparty(as applicable in the case of any Target

Amortization Event, with respect to the relatedSeries of Notes) promptly upon becoming aware ofthe occurrence of any Event of Default or Target

Amortization Event.

“Target Amortization Event” means, for each Classof the Series 2015-VF1 Notes, the earlier of (A) therelated Expected Repayment Date or (B) theoccurrence of any of the following conditions orevents, which is not waived by the Series RequiredNoteholders of the Series 2015-VF1 Notes:

… (vii) the Issuer, the Receivables Seller, theServicer, the Depositor or the Administrator shallbreach or default in the due observance orperformance of any of its covenants or agreementsin this Indenture Supplement, the Base Indenture,or any other Transaction Document in any materialrespect (subject to any cure period providedtherein), other than an obligation of the ReceivablesSeller to make an Indemnity Payment following abreach of a representation or warranty with respectto such Receivable pursuant to Section 4(b) of theReceivables Sale Agreement or any paymentdefault described in Section 8.1 of the BaseIndenture, and any such default shall continue for aperiod of thirty (30) days after the earlier to occur of(a) actual discovery by a Responsible Officer of theIssuer, the Receivables Seller, the Servicer, theDepositor or the Administrator, as applicable, or (b)the date on which written or electronic notice ofsuch failure, requiring the same to be remedied,shall have been given from the Indenture Trustee or

any Noteholder to a Responsible Officer of theIssuer, the Receivables Seller, the Servicer, theDepositor or the Administrator; provided, that abreach of Section 6(b) of the Receivables Sale

Agreement, or Section 7(b) of the ReceivablesPooling Agreement (prohibiting the ReceivablesSeller, the Servicer or the Depositor, as applicable,from causing or permitting Insolvency Proceedingswith respect to the Depositor or the Issuer, asapplicable) shall constitute an automatic Target

Amortization Event;

(viii) if any representation or warranty of the Issuer,the Receivables Seller, the Servicer, the Depositoror the Administrator made in this Indenture

Supplement, the Base Indenture, or any otherTransaction Document (other than under Section4(b) of the Receivables Sale Agreement) shallprove to have been breached in any materialrespect as of the time when the same shall havebeen made or deemed made, and continuesuncured and unremedied for a period of thirty (30)days after the earlier to occur of (a) actual discoveryby a Responsible Officer of the Issuer, theReceivables Seller, the Servicer, the Depositor orthe Administrator, as applicable, or (b) the date onwhich written notice of such failure, requiring the


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same to be remedied, shall have been given to aResponsible Officer of the Issuer, the ReceivablesSeller, the Servicer, the Depositor or the

Administrator, as applicable, and would have amaterial adverse effect on the rights or interests ofthe Noteholders;…

“Target Amortization Event” means, for any Class ofthe Series 2015-T2 Notes, means the earlier of (A)the related Expected Repayment Date for suchClass or (B) the occurrence of any of the followingconditions or events, which is not waived by theSeries Required Noteholders of the Series 2015-T2Notes:

… (vi) the Issuer, the Receivables Seller, theServicer, the Depositor or the Administrator shallbreach or default in the due observance orperformance of any of its covenants or agreementsin this Indenture Supplement, the Base Indenture,or any other Transaction Document in any materialrespect (subject to any cure period providedtherein), other than an obligation of the ReceivablesSeller to make an Indemnity Payment following abreach of a representation or warranty with respectto such Receivable pursuant to Section 4(b) of theReceivables Sale Agreement or any paymentdefault described in Section 8.1 of the BaseIndenture, and any such default shall continue for aperiod of thirty (30) days after the earlier to occur of(a) actual discovery by a Responsible Officer of theIssuer, the Receivables Seller, the Servicer, theDepositor or the Administrator, as applicable, or (b)the date on which written or electronic notice ofsuch failure, requiring the same to be remedied,shall have been given from the Indenture Trustee or



Amortization Event; and

(vii) if any representation or warranty of the Issuer,the Receivables Seller, the Servicer, the Depositoror the Administrator made in this Indenture

Supplement, the Base Indenture, or any otherTransaction Document (other than under Section 5of the Receivables Sale Agreement) shall prove tohave been breached in any material respect as ofthe time when the same shall have been made ordeemed made, and continues uncured andunremedied for a period of thirty (30) days after theearlier to occur of (a) actual discovery by aResponsible Officer of the Issuer, the ReceivablesSeller, the Servicer, the Depositor or the

Administrator, as applicable, or (b) the date onwhich written notice of such failure, requiring the


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same to be remedied, shall have been given to aresponsible officer of the Issuer, the ReceivablesSeller, the Servicer, the Depositor or the

Administrator, as applicable, and would have amaterial adverse effect on the rights or interests ofthe Noteholders.

“Target Amortization Event” means, for any Class ofthe Series 2015-T3 Notes, means the earlier of (A)the related Expected Repayment Date for suchClass or (B) the occurrence of any of the followingconditions or events, which is not waived by theSeries Required Noteholders of the Series 2015-T3Notes:

… (vi) the Issuer, the Receivables Seller, theServicer, the Depositor or the Administrator shallbreach or default in the due observance orperformance of any of its covenants or agreementsin this Indenture Supplement, the Base Indenture,or any other Transaction Document in any materialrespect (subject to any cure period providedtherein), other than an obligation of the ReceivablesSeller to make an Indemnity Payment following abreach of a representation or warranty with respectto such Receivable pursuant to Section 4(b) of theReceivables Sale Agreement or any paymentdefault described in Section 8.1 of the BaseIndenture, and any such default shall continue for aperiod of thirty (30) days after the earlier to occur of(a) actual discovery by a Responsible Officer of theIssuer, the Receivables Seller, the Servicer, theDepositor or the Administrator, as applicable, or (b)the date on which written or electronic notice ofsuch failure, requiring the same to be remedied,shall have been given from the Indenture Trustee or



Amortization Event; and

(vii) if any representation or warranty of the Issuer,the Receivables Seller, the Servicer, the Depositoror the Administrator made in this Indenture

Supplement, the Base Indenture, or any otherTransaction Document (other than under Section 5of the Receivables Sale Agreement) shall prove tohave been breached in any material respect as ofthe time when the same shall have been made ordeemed made, and continues uncured andunremedied for a period of thirty (30) days after theearlier to occur of (a) actual discovery by aResponsible Officer of the Issuer, the ReceivablesSeller, the Servicer, the Depositor or the

Administrator, as applicable, or (b) the date onwhich written notice of such failure, requiring the


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same to be remedied, shall have been given to aresponsible officer of the Issuer, the ReceivablesSeller, the Servicer, the Depositor or the

Administrator, as applicable, and would have amaterial adverse effect on the rights or interests ofthe Noteholders.

Table 2

No. Benchmark Transaction

Representations And Warranties (Amended And Restated Receivables Pooling Agreement, Receivables Pooling Agreement, Assignment, Assumption And Recognition Agreement, Third Amended And Restated Indenture,Series 2015-VF1 Amended And Restated Indenture Supplement, Series 2015-T2 Indenture Supplement And

Series 2015-T3 Indenture Supplement)

40 Not included in the Benchmark. Representations, Warranties and CertainCovenants of Depositor.

The Depositor hereby makes the followingrepresentations, warranties and covenants for thebenefit of the Issuer, the Indenture Trustee and the

Noteholders, on which the Issuer is relying inpurchasing the Aggregate Receivables andexecuting this Agreement, and on which theNoteholders are relying in purchasing the Notes.The representations are made as of the date of this

Agreement, and as of each Sale Date. Suchrepresentations and warranties shall survive thesale and/or contribution, assignment, transfer andconveyance of any Receivables and any relatedTransferred Assets to the Issuer.

Representations, Warranties and CertainCovenants of Depositor.

The Depositor hereby makes the following

representations and warranties for the benefit of theIssuer, the Indenture Trustee and the Noteholders,on which the Issuer is relying in purchasing the

Aggregate Receivables and executing this Agreement, and on which the Noteholders arerelying in purchasing the Notes. Therepresentations are made as of the date of this

Agreement, and as of each Sale Date. Suchrepresentations and warranties shall survive thesale and/or contribution, assignment, transfer andconveyance of any Additional Receivables to theIssuer.

41 Not included in the Benchmark. Valid Transfer.

Upon the execution and delivery of this Agreement,each Assignment of Receivables and theDesignated Servicing Agreement Schedule by eachof the parties hereto, this Agreement shall evidencea valid sale and/or contribution, transfer,assignment and conveyance of the AdditionalReceivables as of the applicable Sale Date to theIssuer, which is enforceable against creditors of andpurchasers from the Depositor, except as suchenforceability may be limited by bankruptcy,insolvency or similar laws and by equitable


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principles.

Valid Transfer.

Upon the execution and delivery of this Agreement,each Assignment of Additional Receivables and theDesignated Servicing Agreement Schedule by each

of the parties hereto, this Agreement shall evidencea valid sale and/or contribution, transfer,assignment and conveyance of the AdditionalReceivables as of the applicable Sale Date to theIssuer, which is enforceable against creditors of andpurchasers from the Depositor, except as suchenforceability may be limited by bankruptcy,insolvency or similar laws and by equitableprinciples.

42 Not included in the Benchmark. Good Title.

Immediately prior to each Purchase of Receivableshereunder, the Depositor is the legal and beneficial

owner of each such Receivable and the relatedTransferred Assets with respect thereto, free andclear of any Adverse Claims other than PermittedLiens; and immediately upon the transfer andassignment thereof, the Issuer and its assignees willhave good and marketable title to, with the right tosell and encumber, each Receivable, whether nowexisting or hereafter arising, together with therelated Transferred Assets with respect thereto, freeand clear of any Adverse Claims other thanPermitted Liens.

Good Title.

Immediately prior to each Purchase of Additional

Receivables hereunder, the Depositor is the legaland beneficial owner of each such AdditionalReceivable and the related Transferred Assets withrespect thereto, free and clear of any AdverseClaims and immediately upon the transfer andassignment thereof, the Depositor and its assigneeswill have good and marketable title to, with the rightto sell and encumber, each Additional Receivable,whether now existing or hereafter arising, togetherwith the related Transferred Assets with respectthereto, free and clear of any Adverse Claims.

43 Not included in the Benchmark. Perfection.

(A) This Agreement creates a valid and continuingsecurity interest (as defined in the applicable UCC)in the Aggregate Receivables and the relatedTransferred Assets with respect thereto in favor ofthe Issuer, which security interest is prior to all other

Adverse Claims, and is enforceable as such againstcreditors of and purchasers from the Depositor;

(B) The Depositor has caused the filing of allappropriate financing statements in the proper filingoffice in the appropriate jurisdictions under the UCCin order to perfect the security interest in the

Aggregate Receivables and the related Transferred


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Assets granted to the Issuer hereunder; and

(C) The Depositor has not pledged, assigned, sold,granted a security interest in, or otherwise conveyedany of the Aggregate Receivables and the relatedTransferred Assets, other than under this

Agreement, except pursuant to any agreement that

has been terminated prior to the date hereof. TheDepositor has not authorized the filing of and is notaware of any financing statement filed against theDepositor covering the Aggregate Receivables andthe related Transferred Assets other than those filedin connection with this Agreement and the otherTransaction Documents, and those that have beenterminated prior to the date hereof. The Depositor isnot aware of any judgment or tax lien filings againstthe Depositor.

Perfection.

(A) This Agreement creates a valid and continuingsecurity interest (as defined in the applicable UCC)in the Aggregate Receivables and the relatedTransferred Assets with respect thereto in favor ofthe Issuer, which security interest is prior to all other

Adverse Claims, and is enforceable as such againstcreditors of and purchasers from the Depositor;

(B) The Depositor has caused the filing of allappropriate financing statements in the proper filingoffice in the appropriate jurisdictions under the UCCin order to perfect the security interest in the

Aggregate Receivables and the related Transferred Assets granted to the Issuer hereunder; and

(C) The Depositor has not pledged, assigned, sold,

granted a security interest in, or otherwise conveyedany of the Aggregate Receivables and the relatedTransferred Assets, other than under this

Agreement, except pursuant to any agreement thathas been terminated prior to the date hereof. TheDepositor has not authorized the filing of and is notaware of any financing statement filed against theDepositor covering the Aggregate Receivables andthe related Transferred Assets other than those filedin connection with this Agreement and the otherTransaction Documents, and those that have beenterminated prior to the date hereof. The Depositoris not aware of any judgment or tax lien filingsagainst the Depositor.

44 Not included in the Benchmark. No Fraudulent Conveyance.

The Depositor is selling and/or contributing the Aggregate Receivables to the Issuer in furtheranceof its ordinary business purposes, with no intent tohinder, delay or defraud any of its creditors.

No Fraudulent Conveyance.

The Depositor is selling and/or contributing the Aggregate Receivables to the Issuer in furtheranceof its ordinary business purposes, with no intent to


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hinder, delay or defraud any of its creditors.

45 Not included in the Benchmark. Fair Consideration.

The aggregate consideration received by theDepositor pursuant to this Agreement is fairconsideration having reasonably equivalent value tothe value of the Aggregate Receivables and theperformance of the Depositor’s obligationshereunder.

Fair Consideration.

The aggregate consideration received by theDepositor pursuant to this Agreement is fairconsideration having reasonably equivalent value tothe value of the Aggregate Receivables and theperformance of the Depositor’s obligationshereunder.

Enforcement Mechanism(s)

46 Not included in the Benchmark. Remedies Upon Breach

The Depositor shall inform the Indenture Trustee,the Administrator and the Administrative Agentpromptly, in writing, upon the discovery of anybreach of the Depositor’s representations,warranties or covenants hereunder, or SPS’srepresentations, warranties or covenants under theReceivables Sale Agreement. Unless such breachshall have been cured or waived within thirty (30)days after the earlier to occur of the discovery ofsuch breach by the Depositor or receipt of writtennotice of such breach by the Depositor, such that, inthe case of a representation and warranty, such

representation and warranty shall be true andcorrect in all material respects as if made on suchday, and the Depositor shall have delivered to theIndenture Trustee an officer’s certificate describingthe nature of such breach and the manner in whichthe relevant representation and warranty becametrue and correct or the breach was otherwise cured,the Depositor shall either repurchase the affectedReceivables or indemnify the Issuer and itsassignees (including the Issuer, the IndentureTrustee and each of their respective assignees)against and hold the Issuer and its assignees(including the Issuer, the Indenture Trustee andeach of their respective assignees) harmless fromany cost, liability and expense, including, withoutlimitation, reasonable attorneys’ fees and expenses,whether incurred in enforcement proceedingsbetween the parties or otherwise, incurred as aresult of, or arising from, such breach (each suchrepurchase or indemnification amount to be paidhereunder, an “Indemnity Payment”), the amount ofwhich shall equal the Receivables Balance of anyaffected Receivable. This Section 5 sets forth theexclusive remedy for a breach of representation,warranty or covenant pertaining to a Receivable.Notwithstanding the foregoing, the breach of anyrepresentation, warranty or covenant shall not be


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waived by the Issuer under any circumstanceswithout the consent of the Majority Noteholders ofthe Outstanding Notes of each Series and the

Administrative Agent.

Upon discovery of any breach of the PriorDepositor’s representations, warranties or

covenants that pertain to an Existing Receivable,the Assignee shall be entitled to the remedies forbreach set forth in Section 5 of the Amended andRestated Receivables Pooling Agreement, dated asof the date hereof (as amended, restated,supplemented or otherwise modified from time totime, the “Assignee Receivables Pooling

Agreement”), by and between the AssigneeDepositor, as depositor, and the Assignee, as issuer(subject to cure provisions set forth therein).

47 Not included in the Benchmark. Events of Default; Target Amortization Events.

Upon the occurrence of an Event of Default, the

Revolving Period or Target Amortization Period forall Classes and Series of the Notes shallautomatically terminate and the Full AmortizationPeriod for all Outstanding Notes shall commencewithout further action on the part of any Person,unless, together, the Series Required Noteholdersfor each Series, notify the Indenture Trustee, assoon as reasonably practicable following any waiverthereof, that they have waived the occurrence ofsuch Event of Default and consent to thecontinuation of the Revolving Period or Target

Amortization Periods (in the case of any Notes stillin their Revolving Periods or Target AmortizationPeriods). Upon the occurrence of a Target

Amortization Event with respect to a Class or

Series, the Notes of such Class or Series shall entertheir Target Amortization Periods and as a resultshall be paid principal in Target Amortization

Amounts under Section 4.5(a)(1)(v) on subsequentPayment Dates, unless the requisite partiespursuant to the Indenture Supplement related tothat Series notify the Indenture Trustee that theyhave waived the occurrence of such Target

Amortization Event and consent to the continuationof the Revolving Periods (in the case of any Notesstill in their Revolving Periods; provided that noSeries of VFNs may continue its Revolving Periodunless all Outstanding Series of VFNs consent tocontinuation of their Revolving Periods). The

Administrator shall notify the Indenture Trustee and

the Administrative Agent immediately upon theoccurrence of any Event of Default or Target

Amortization Event. The Administrative Agent shalluse commercially reasonable efforts to notify theIndenture Trustee and each Derivative Counterparty(as applicable in the case of any Target

Amortization Event, with respect to the relatedSeries of Notes) promptly upon becoming aware ofthe occurrence of any Event of Default or Target

Amortization Event.

“Target Amortization Event” means, for each Class


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of the Series 2015-VF1 Notes, the earlier of (A) therelated Expected Repayment Date or (B) theoccurrence of any of the following conditions orevents, which is not waived by the Series RequiredNoteholders of the Series 2015-VF1 Notes:

… (vii) the Issuer, the Receivables Seller, the

Servicer, the Depositor or the Administrator shallbreach or default in the due observance orperformance of any of its covenants or agreementsin this Indenture Supplement, the Base Indenture,or any other Transaction Document in any materialrespect (subject to any cure period providedtherein), other than an obligation of the ReceivablesSeller to make an Indemnity Payment following abreach of a representation or warranty with respectto such Receivable pursuant to Section 4(b) of theReceivables Sale Agreement or any paymentdefault described in Section 8.1 of the BaseIndenture, and any such default shall continue for aperiod of thirty (30) days after the earlier to occur of(a) actual discovery by a Responsible Officer of theIssuer, the Receivables Seller, the Servicer, theDepositor or the Administrator, as applicable, or (b)the date on which written or electronic notice ofsuch failure, requiring the same to be remedied,shall have been given from the Indenture Trustee orany Noteholder to a Responsible Officer of theIssuer, the Receivables Seller, the Servicer, theDepositor or the Administrator; provided, that abreach of Section 6(b) of the Receivables Sale

Agreement, or Section 7(b) of the ReceivablesPooling Agreement (prohibiting the ReceivablesSeller, the Servicer or the Depositor, as applicable,from causing or permitting Insolvency Proceedingswith respect to the Depositor or the Issuer, as

applicable) shall constitute an automatic Target Amortization Event;

(viii) if any representation or warranty of the Issuer,the Receivables Seller, the Servicer, the Depositoror the Administrator made in this IndentureSupplement, the Base Indenture, or any otherTransaction Document (other than under Section4(b) of the Receivables Sale Agreement) shallprove to have been breached in any materialrespect as of the time when the same shall havebeen made or deemed made, and continuesuncured and unremedied for a period of thirty (30)days after the earlier to occur of (a) actual discoveryby a Responsible Officer of the Issuer, the

Receivables Seller, the Servicer, the Depositor orthe Administrator, as applicable, or (b) the date onwhich written notice of such failure, requiring thesame to be remedied, shall have been given to aResponsible Officer of the Issuer, the ReceivablesSeller, the Servicer, the Depositor or the

Administrator, as applicable, and would have amaterial adverse effect on the rights or interests ofthe Noteholders;…

“Target Amortization Event” means, for any Class ofthe Series 2015-T2 Notes, means the earlier of (A)


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the related Expected Repayment Date for suchClass or (B) the occurrence of any of the followingconditions or events, which is not waived by theSeries Required Noteholders of the Series 2015-T2Notes:

… (vi) the Issuer, the Receivables Seller, the

Servicer, the Depositor or the Administrator shallbreach or default in the due observance orperformance of any of its covenants or agreementsin this Indenture Supplement, the Base Indenture,or any other Transaction Document in any materialrespect (subject to any cure period providedtherein), other than an obligation of the ReceivablesSeller to make an Indemnity Payment following abreach of a representation or warranty with respectto such Receivable pursuant to Section 4(b) of theReceivables Sale Agreement or any paymentdefault described in Section 8.1 of the BaseIndenture, and any such default shall continue for aperiod of thirty (30) days after the earlier to occur of(a) actual discovery by a Responsible Officer of theIssuer, the Receivables Seller, the Servicer, theDepositor or the Administrator, as applicable, or (b)the date on which written or electronic notice ofsuch failure, requiring the same to be remedied,shall have been given from the Indenture Trustee orany Noteholder to a Responsible Officer of theIssuer, the Receivables Seller, the Servicer, theDepositor or the Administrator; provided, that abreach of Section 6(b) of the Receivables Sale

Agreement, or Section 7(b) of the ReceivablesPooling Agreement (prohibiting the ReceivablesSeller, the Servicer or the Depositor, as applicable,from causing or permitting Insolvency Proceedingswith respect to the Depositor or the Issuer, as

applicable) shall constitute an automatic Target Amortization Event; and

(vii) if any representation or warranty of the Issuer,the Receivables Seller, the Servicer, the Depositoror the Administrator made in this IndentureSupplement, the Base Indenture, or any otherTransaction Document (other than under Section 5of the Receivables Sale Agreement) shall prove tohave been breached in any ma

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