Common use of Against Receivables and Trust Property Clause in Contracts

Against Receivables and Trust Property. HLSS hereby covenants that, except for the transfer hereunder and as of any date on which Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest therein. HLSS shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and HLSS shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor pursuant to this Agreement. In addition, HLSS shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

Against Receivables and Trust Property. HLSS Nationstar hereby covenants that, except for the transfer hereunder and as of any date on which Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest thereintherein (other than Permitted Liens). HLSS Nationstar shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and HLSS Nationstar shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 6 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS Nationstar shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor pursuant to this Agreement. In addition, HLSS Nationstar shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

Against Receivables and Trust Property. HLSS OLS hereby covenants that, except for the transfer hereunder and as of any date on which OLS Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate OLS Additional Receivables, or any interest therein. HLSS OLS shall notify the Depositor HLSS and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and HLSS OLS shall defend the right, title and interest of the Depositor HLSS and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 7 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS OLS shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS OLS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor HLSS pursuant to this Agreement. In addition, HLSS OLS shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other OLS Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

Against Receivables and Trust Property. HLSS Nationstar hereby covenants that, except for the transfer under the Purchase Agreement, the transfer hereunder and as of any date on which Nationstar Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Nationstar Receivables, or any interest thereintherein (other than Permitted Liens). HLSS Nationstar shall notify the Depositor Advance Purchaser and its designees of the existence of any Adverse Claim (other than as provided above) on any Nationstar Receivable immediately upon discovery thereof; and HLSS Nationstar shall defend the right, title and interest of the Depositor Advance Purchaser and its assignees in, to and under the Nationstar Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 7 shall be deemed to apply to prohibit any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS Nationstar shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor pursuant to this Agreement. In addition, HLSS Nationstar shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Nationstar Receivables and the other Nationstar Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

Against Receivables and Trust Property. HLSS hereby covenants that, except for the transfer hereunder and as of any date on which Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest thereintherein (other than Permitted Liens). HLSS shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and HLSS shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor pursuant to this Agreement. In addition, HLSS shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

Against Receivables and Trust Property. HLSS Ditech hereby covenants that, except for the transfer hereunder and as of any date on which Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest thereintherein (other than Permitted Liens). HLSS Ditech shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and HLSS Ditech shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 6 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS Ditech shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor pursuant to this Agreement. In addition, HLSS Ditech shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

Against Receivables and Trust Property. HLSS Green Tree hereby covenants that, except for the transfer hereunder and as of any date on which Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest thereintherein (other than Permitted Liens). HLSS Green Tree shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately upon discovery thereof; and HLSS Green Tree shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 6 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS Green Tree shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor pursuant to this Agreement. In addition, HLSS Green Tree shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

Against Receivables and Trust Property. HLSS OLS hereby covenants that, except for the transfer under the Purchase Agreement, the transfer hereunder and as of any date on which OLS Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate OLS Receivables, or any interest thereintherein (other than Permitted Liens). HLSS OLS shall notify the Depositor HLSS and its designees of the existence of any Adverse Claim (other than as provided above) on any OLS Receivable immediately promptly upon discovery thereof; and HLSS OLS shall use commercially reasonable efforts to defend the right, title and interest of the Depositor HLSS and its assignees in, to and under the OLS Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 7 shall be deemed to apply to prohibit any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS OLS shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor pursuant to this Agreement. In addition, HLSS upon HLSS’ reasonable request and at HLSS’ expense, OLS shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the OLS Receivables and the other OLS Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such until the Receivables Sale Termination Date.

Against Receivables and Trust Property. HLSS PMC hereby covenants that, except for the transfer hereunder and as of any date on which Additional Receivables are transferred, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur or assume any Adverse Claim on any of the Aggregate Receivables, or any interest thereintherein other than Permitted Liens and as otherwise set forth in Section 11(k). HLSS PMC shall notify the Depositor and its designees of the existence of any Adverse Claim (other than as provided above) on any Receivable immediately promptly upon discovery thereof; and HLSS PMC shall defend the right, title and interest of the Depositor and its assignees in, to and under the Receivables against all claims of third parties claiming through or under it; provided, however, that nothing in this Section 8 6 shall be deemed to apply to any Adverse Claims for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if HLSS PMC shall currently be contesting the validity thereof in good faith by appropriate Proceedings. HLSS shall take all actions as may be necessary to ensure that the ownership of the Receivables is conveyed to the Depositor pursuant to this Agreement. In addition, HLSS PMC shall take all actions as may be necessary to ensure that, if this Agreement were deemed to create, or does create, a security interest in the Receivables and the other Transferred Assets, such security interest would be a perfected security interest of first priority under applicable law Applicable Law and will be maintained as such until the Receivables Sale Termination Date, subject to Section 11(k).