Common use of Transferred Assets Clause in Contracts

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor acquires from Nationstar without recourse except as provided herein, all of the Nationstar's right, title and interest, whether now owned or hereafter acquired, in, to and under (i) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor acquires from Nationstar without recourse except as provided herein, all of the Nationstar's ’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Depositor Issuer acquires from Nationstar the Depositor without recourse except as provided herein, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date that arose under the any Servicing Agreements Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Depositor Issuer acquires from Nationstar the Depositor without recourse except as provided herein, all of the NationstarDepositor's right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date that arose under the any Servicing Agreements Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on On the Closing Date, terms and until the close of business on the Receivables Sale Termination Date, subject to the provisions of conditions set forth in this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers Agreement and conveys subject to the Depositorexclusions set forth in Section 2.03 and Section 2.04, at the Closing each of the Asset Sellers shall sell, convey, assign, transfer and deliver to the Buyer (and/or such other person(s) as the Buyer may nominate in writing, provided that such persons are Affiliates of the Buyer), and the Depositor acquires Buyer shall purchase, acquire and accept (and/or procure that such Affiliates of the Buyer shall purchase, acquire and accept) from Nationstar without recourse except as provided hereineach such Asset Seller, all of the Nationstar's such Asset Seller’s right, title and interestinterest in and to the following assets, whether now owned properties and rights, in each case, free and clear of all Liens other than Permitted Liens, it being understood that the following assets, properties and rights will not in any event include the Excluded Assets or hereafter acquiredthe Transferred Equity Interests and that, inin the event of a Deferred India Closing, to the sale, conveyance, assignment, transfer and under (i) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as delivery of the India Transferred Assets shall take place at the Deferred India Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”): (i) the Transferred Bank Accounts and the cash deposited in such Transferred Bank Accounts which on the Closing Date shall in aggregate not be less than the Minimum Cash Amount; (ii) the leases, licenses or other occupancy agreements or contractual rights to use the real property listed on Section 2.02(a)(ii) of the Disclosure Letter (the “Assumed Real Property Contracts”). Receivables for Deferred Servicing Fees , and all leasehold interests and rights in respect thereof or thereunder (including any prepaid rent and security deposits in respect thereof); (iii) all inventory wherever located, including all raw materials, works- in-process, finished goods or products, supplies and other inventories Related to the Business; (iv) all rights of the Asset Sellers under the Intellectual Property licenses granted by third parties that are ineligible for financing listed on Section 2.02(a)(iv) of the Disclosure Letter (collectively, the “Assumed IP Licenses”); (v) all rights of the Asset Sellers under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Transferred Contracts; (vi) all Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.Intellectual Property;

Transferred Assets. Commencing on On the Closing Datedate hereof, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, NationstarDitech, as receivables seller, hereby sells and/or contributeswill sell, assignscontribute, transfers assign and conveys convey to the Depositor, and the Depositor acquires will purchase and acquire from Nationstar Ditech without recourse except as provided hereinrecourse, all of the Nationstar's Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date with respect to any Servicing Agreement that arose under the Servicing Agreements is listed on the Designated Servicing Agreement Schedule as of the Closing Date a “Designated Servicing Agreement” (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under pursuant to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” on (the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar Ditech to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and Date until the close of business on date hereof, pursuant to the Original Receivables Sale Termination Date, subject to the provisions of this Agreement, NationstarDitech, as receivables seller, hereby sells and/or contributessold, assignscontributed, transfers assigned and conveys conveyed to the Depositor, and the Depositor acquires purchased and acquired from Nationstar Ditech without recourse except as provided hereinin the Original Receivables Sale Agreement, all of the Nationstar's Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable (i) in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), or (ii) each Receivable in existence on, or on any Business Day on or date after, the related Designation Date of a Pool that becomes a Designated Pool after the Closing Date and prior to (the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar Ditech to enforce such Initial Receivables and Additional Receivables (collectively, the “Original Transferred Assets”). Commencing on the date hereof, and until the close of business on the Receivables for Deferred Servicing Fees that are ineligible for financing Sale Termination Date, Ditech, as receivables seller, hereby sells, contributes, assigns, transfers and conveys to the Depositor, and the Depositor purchases and acquires from Ditech without recourse except as provided in herein, all of the Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Additional Receivable (other than any Excepted Receivable) in and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Indenture will not be sold or transferred hereunder and shall not otherwise constitute UCC, together with all rights of Ditech to enforce such Additional Receivables (collectively, together with the Original Transferred Assets, the “Receivables” for purposes hereof or any other Transaction DocumentTransferred Assets”). Until the Receivables Sale Termination Date, Nationstar Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on On the Closing Datedate hereof, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, NationstarDitech, as receivables seller, hereby sells and/or contributeswill sell, assignscontribute, transfers assign and conveys convey to the Depositor, and the Depositor acquires will purchase and acquire from Nationstar Ditech without recourse except as provided hereinrecourse, all of the Nationstar's Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date with respect to any Pool that arose under the is subject to any Servicing Agreements Agreement that is listed on the Designated Servicing Agreement Schedule as of the Closing Date a “Designated Servicing Agreement” (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under with respect to any Pool that is subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” on (the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar Ditech to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on On the Closing Datedate hereof, the Depositor will sell, contribute, assign and until the close of business on the Receivables Sale Termination Date, subject convey to the provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Issuer will purchase and acquire from the Depositor acquires from Nationstar without recourse except as provided hereinrecourse, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date with respect to any Pool that arose under the is subject to any Servicing Agreements Agreement that is listed on the Designated Servicing Agreement Schedule as of the Closing Date a “Designated Servicing Agreement” (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under with respect to any Pool that is subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” on (the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), ) and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds 4 (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables (collectively, “the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.. (b)

Transferred Assets. (i) Commencing on the Closing Date, and until the close opening of business on the Receivables Sale Termination Date, subject to the provisions of this MSR Transfer Date for each Designated Servicing Agreement, NationstarNationstar shall sell, as receivables sellerassign, hereby sells and/or contributestransfer and convey to Advance Purchaser, assigns, transfers and conveys for a cash purchase price equal to 100% of the Depositor, and the Depositor acquires from Nationstar without recourse except as provided herein, Receivable Balance thereof all of the Nationstar's ’s right, title and interest, whether now owned or hereafter acquired, acquired in, to and under under, (i1) each Advance Receivable (other than any Advance Receivable conveyed to the Issuer pursuant to an Assignment and Recognition Agreement in existence on the date of such Assignment and Recognition Agreement (each, an “Existing Advance Receivable”)) in existence on the Closing Date that arose under the Servicing Agreements listed as “Designated Servicing Agreements” on the Designated Servicing Agreement Schedule as of the Closing Date as the result of Nationstar making Advances under such Servicing Agreements prior to the respective MSR Transfer Dates (the “Nationstar Initial Advance Receivables”), (ii2) each Advance Receivable (other than any Existing Advance Receivables) in existence on any Business Day on or and after the Closing Date and prior to until the Receivables Sale Termination opening of business on the related MSR Transfer Date that and which arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Nationstar Additional Advance Receivables” and together with the Nationstar Initial Advance Receivables, the “Nationstar Advance Receivables”), and (iii3) in the case of both Nationstar Initial Advance Receivables and Nationstar Additional Advance Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar and Advance Purchaser to enforce such Initial Receivables and Additional Nationstar Advance Receivables (collectively, the “Nationstar Advance Receivable Transferred Assets”). Receivables for Nationstar affirms that it has sold, assigned, transferred and conveyed to Advance Purchaser pursuant to the Purchase Agreement (1) each Deferred Servicing Fees Fee Receivable in existence on the Closing Date that are ineligible for financing arose under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute Servicing Agreements listed as “Designated Servicing Agreements” on the Designated Servicing Agreement Schedule as of the Closing Date (such Deferred Servicing Fee Receivables” for purposes hereof or , other than any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey Deferred Servicing Fee Receivable conveyed to the DepositorIssuer pursuant to an Assignment and Recognition Agreement in existence on the date of such Assignment and Recognition Agreement (each, on each Business Day, each Additional Receivable not previously transferred to the Depositor an “Existing Deferred Servicing Fee Receivable” and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.Existing Advance Receivables, the “Existing Receivables”), the “

Transferred Assets. Commencing on the Closing Date, and Date until the close of business on the Receivables Sale Termination Datedate hereof, subject pursuant to the provisions of this Original Receivables Pooling Agreement, Nationstarthe Depositor sold, as receivables sellercontributed, hereby sells and/or contributes, assigns, transfers assigned and conveys conveyed to the DepositorIssuer, and the Issuer purchased and acquired from the Depositor acquires from Nationstar without recourse except as provided hereinin the Original Receivables Pooling Agreement, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable (i) in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), or (ii) each Receivable in existence on, or on any Business Day on or date after, the related Designation Date of a Pool that becomes a Designated Pool after the Closing Date and prior to (the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables (collectively, the “Original Transferred Assets”) and (4) the Original Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables. Commencing on the date hereof, and until the close of business on the Receivables Sale Termination Date, the Depositor hereby sells, contributes, assigns, transfers and conveys to the Issuer, and the Issuer purchases and acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (x) each Additional Receivable (other than any Excepted Receivable) in and (y) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Additional Receivables (collectively, together with the Original Transferred Assets, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on On the Closing Datedate hereof, the Depositor will sell, contribute, assign and until the close of business on the Receivables Sale Termination Date, subject convey to the provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Issuer will purchase and acquire from the Depositor acquires from Nationstar without recourse except as provided hereinrecourse, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date subject to any Servicing Agreement that arose under the Servicing Agreements is listed on the Designated Servicing Agreement Schedule as of the Closing Date a “Designated Servicing Agreement” (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” on (the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), ) and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables (collectively, “the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Depositor Issuer acquires from Nationstar the Depositor without recourse except as provided herein, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date that arose under with respect to a Designated Pool relating to the Designated Servicing Agreements Contract listed on the Designated Servicing Agreement Pool Schedule and such Designated Pool is specifically designated on the Designated Pool Schedule as of the Closing Date (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under is subject to any Designated Servicing Agreement Contract that is listed as a “Designated Servicing AgreementContract” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Pool Schedule as of the date such Receivable is created (“Additional Receivables”); provided, and however, that no sale, contribution, assignment, transfer, or conveyance of Additional Receivables after the end of the Revolving Period (iiicollectively, “Post- Revolving Receivables”) in shall occur or be deemed to occur to the case extent the aggregate value of both Initial Post-Revolving Receivables and would exceed ten percent (10%) of the unpaid principal balance of the Notes measured as of the end of the Revolving Period (the “Additional ReceivablesReceivables Cap”), (3) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable. Notwithstanding the foregoing, or any language herein to the contrary, the Depositor will not be required to sell or otherwise transfer to the Issuer any Receivable arising under the Designated Servicing Contract (i) that arises after the commencement of the Full Amortization Period and (ii) in respect of which the Issuer, the Depositor, the Indenture Trustee and the Administrative Agent shall have received a written notice from PMC, no later than one (1) Business Day after the origination thereof, (A) identifying such Receivable in reasonable detail and (B) certifying that PMC has concluded in its reasonable discretion (with reasonable supporting detail therefor) that the Depositor will not receive reasonably equivalent value for the transfer of any such identified Receivable because the value of the equity of the Issuer was negative prior to the contribution of such Receivable after taking into account all of the following, among other relevant factors, any indemnification payments owing by PMC to the Depositor under the Receivables Sale Agreement (giving effect to the full value of such indemnification payment obligations as an asset of the Depositor).

Transferred Assets. Commencing on Upon the Closing Date, terms and until the close of business on the Receivables Sale Termination Date, subject to the provisions of conditions set forth in this Agreement, Nationstarat the Closing, as receivables sellerSeller and Selling Subsidiary shall (and, hereby sells and/or contributeswhere applicable, assignsshall cause their respective Subsidiaries to) sell, transfers transfer, assign, convey and conveys deliver to the DepositorBuyer or one or more of its Subsidiaries, and the Depositor acquires Buyer shall (and, where applicable, shall cause its Subsidiaries to) purchase, acquire and accept from Nationstar without recourse except as provided hereinSeller, Selling Subsidiary and their respective Subsidiaries, all of the Nationstar's right, title and interestinterest of Seller, whether now owned or hereafter acquired, Selling Subsidiary and their respective Subsidiaries in, to and under (ia) each Receivable all of the assets, properties and rights (including contractual rights) of every kind and description, real, personal or mixed, tangible or intangible, wherever located, and whether or not reflected on the financial statements or other books and records of Seller or any of its Subsidiaries, exclusively used in existence the Business as it is operated by Seller and its Subsidiaries as of the date hereof and on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iiib) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables Transferred PCIe Assets (collectively, the “Transferred Assets”), free and clear of all Liens. Receivables for Deferred Servicing Fees that are ineligible for financing under Notwithstanding anything to the Indenture will not be sold contrary in this Agreement, the phrase “used exclusively” (or transferred hereunder and similar references), when used with respect to the Business, the Business Products, or the Transferred PCIe Assets, shall not otherwise constitute “Receivables” for purposes hereof mean used exclusively with respect to all (or any subset of) the Business, the Business Products, and/or the Transferred PCIe Assets collectively as a whole. For the avoidance of doubt, (X) no asset of Seller or its Subsidiaries shall be excluded from the Transferred Assets because it is used in both the Business and in Seller’s or its Subsidiaries’ PCIe Switches or PCIe Retimers and (Y) if an asset of Seller or its Subsidiaries is used in both the Business and in Seller’s or its Subsidiaries’ PCIe Switches or PCIe Retimers (but in no other Transaction Document. Until businesses, products or services of Seller or its Subsidiaries), then such asset would be deemed to be used exclusively in the Receivables Sale Termination Date, Nationstar shall, automatically Business and without any further action on its part, sell and/or contribute, assign, transfer and convey used exclusively with respect to the Depositor, on each Business Day, each Additional Receivable not previously transferred to Transferred PCIe Assets. Without limiting the Depositor and the Depositor shall purchase each such Additional Receivable together with all generality of the other foregoing, the Transferred Assets related shall include the following, whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to such Receivable.in Seller’s or any Affiliate of Seller’s financial statements:

Transferred Assets. Commencing on the Closing initial Funding Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Depositor Issuer acquires from Nationstar the Depositor without recourse except as provided herein, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) the OLS Initial Receivables, (2) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial other than any Existing Receivables”), (ii) each Receivable in existence on any Business Day on or and after the Closing initial Funding Date and prior to the Receivables Sale Termination Date (including the HLSS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of (the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the HLSS Transferred Assets), together with all rights of Nationstar Depositor to enforce such Initial Receivables and Additional Receivables (including the HLSS Transferred Assets) (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Depositor Issuer acquires from Nationstar the Depositor without recourse except as provided herein, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) each Receivable (A) in existence on the Closing Date that arose under the any Servicing Agreements Agreement listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (iiB) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (iiiC) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on Pursuant to the Closing Date, terms and until the close of business on the Receivables Sale Termination Date, subject to the provisions of conditions set forth in this Agreement, Nationstarat the Closing, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor(i) Seller will, and will cause the Depositor acquires from Nationstar without recourse except as provided hereinAsset Selling Corporations to, sell, convey, assign, deliver and transfer to Buyer, and Buyer will purchase, acquire and accept, all of the Nationstar's right, title and interestinterest of Seller and the Asset Selling Corporations in and to the Transferred Assets free and clear of Encumbrances, whether now owned other than Permitted Encumbrances, and (ii) Seller will cause the Entity Selling Corporations to, sell, convey, assign, deliver and transfer to Buyer, and Buyer will purchase, acquire and accept, the Transferred Company Equity Interests, free and clear of all Encumbrances. Accordingly, Seller will, or hereafter acquiredwill cause the other Selling Corporations to, inexecute and deliver at the Closing, to and under (i) each Receivable as applicable, a general copyright assignment in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as form of the Closing Date Exhibit B (the “Initial ReceivablesCopyright Assignment Agreement”), a general domain name assignment in the form of Exhibit C (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Domain Name Assignment Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), a general assignment and (iii) xxxx of sale in the case form of both Initial Receivables Exhibit D (the “General Assignment Agreement”), a trademark and Additional Receivablescompany name license back agreement in respect of the “Hercules” trademark and company name in the form of Exhibit E (the “Hercules License Agreement”), all monies due or to become due an intellectual property, trade secret and all amounts received or receivable know-how cross-license agreement in the form of Exhibit F (the “Intellectual Property Cross-License Agreement”), a general patent assignment in the form of Exhibit G (the “Patent Assignment Agreement”), a general trademark assignment in the form of Exhibit H (the “Trademark Assignment Agreement”), a trademark license back agreement in the form of Exhibit I (the “Trademark License Agreement”), such other instruments of conveyance, assignment and transfer as Buyer and Seller reasonably agree upon and, with respect thereto and all proceeds to Transferred Company Equity Interests that are certificated, certificates representing the Transferred Company Equity Interests (including the “proceeds” as defined in the UCCEquity Interest Certificates”), together duly endorsed by the applicable Entity Selling Corporations for transfer to Buyer or the designated Buyer Corporation (or accompanied by duly executed undated blank stock powers) with all rights of Nationstar appropriate transfer stamps, if any, affixed, in each case to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with Buyer all of the other Selling Corporations’ right, title and interest in and to the Transferred Assets related and the Transferred Company Equity Interests. Seller shall bear all risk of loss with respect to the Transferred Assets and the Transferred Company Equity Interests (in each case, whether or not covered by insurance) up to the time of the Closing, whereupon such Receivablerisk of loss with respect to the Transferred Assets and the Transferred Company Equity Interests shall pass to Buyer.

Transferred Assets. Commencing on On the Closing Datedate hereof, the Depositor will sell, contribute, assign and until the close of business on the Receivables Sale Termination Date, subject convey to the provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Issuer will purchase and acquire from the Depositor acquires from Nationstar without recourse except as provided hereinrecourse, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date with respect to any Pool that arose under the is subject to any Servicing Agreements Agreement that is listed on the Designated Servicing Agreement Schedule as of the Closing Date a “Designated Servicing Agreement” (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under with respect to any Pool that is subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” on (the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), ) and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables (collectively, “the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, NationstarPMC, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor acquires from Nationstar PMC without recourse except as provided herein, all of the Nationstar's PMC’s right, title and interest, whether now owned or hereafter acquired, subject to the Consent, in, to and under (i1) each Receivable in existence on the Closing Date that arose under with respect to a Designated Pool relating to the Designated Servicing Agreements Contract listed on the Designated Servicing Agreement Pool Schedule and such Designated Pool is specifically designated on the Designated Pool Schedule as of the Closing Date (the “Initial Receivables”), (ii2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under relates to any Designated Servicing Agreement Contract that is listed as a “Designated Servicing AgreementContract” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Pool Schedule as of the date such Receivable is created (“Additional Receivables”); provided, however, that no sale, contribution, assignment, transfer, or conveyance of Additional Receivables after the end of the Revolving Period (collectively, “Post-Revolving Receivables”) shall occur or be deemed to occur to the extent the aggregate value of Post-Revolving Receivables would exceed ten percent (10%) of the unpaid principal balance of the Notes measured as of the end of the Revolving Period (the “Additional Receivables Cap”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar PMC to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar PMC shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable. Notwithstanding the foregoing, or any language herein to the contrary, PMC will not be required to sell or otherwise transfer to the Depositor any Receivable arising under the Designated Servicing Contract (i) that arises after the commencement of the Full Amortization Period and (ii) in respect of which the Issuer, the Depositor and the Administrative Agent shall have received a written notice from PMC, no later than one (1) Business Day after the origination thereof, (A) identifying such Receivable in reasonable detail and (B) certifying that PMC has concluded in its reasonable discretion (with reasonable supporting detail therefor) that PMC will not receive reasonably equivalent value for the transfer of any such identified Receivable because the value of the equity of the Depositor was negative prior to the contribution of such Receivable after taking into account all of the following, among other relevant factors, any indemnification payments owing by PMC to the Depositor under this Agreement (giving effect to the full value of such indemnification payment obligations as an asset of the Depositor).

Transferred Assets. Commencing (i) In accordance with the Purchase Agreement, commencing on the Closing initial Funding Date, and until the close opening of business on the Receivables Sale Termination Date, subject to the provisions of this MSR Transfer Date for each Designated Servicing Agreement, NationstarOLS shall sell, as receivables sellerassign, hereby sells and/or contributestransfer and convey to HLSS, assigns, transfers and conveys for a cash purchase price equal to 100% of the Depositor, and the Depositor acquires from Nationstar without recourse except as provided herein, Receivable Balance thereof all of the Nationstar's OLS’s right, title and interest, whether now owned or hereafter acquired, acquired in, to and under under, (i1) each Advance Receivable (other than any Advance Receivable conveyed to the Issuer pursuant to an Assignment and Recognition Agreement in existence on the Closing date of such Assignment and Recognition Agreement (each, an “Existing Receivables”)) in existence on the initial Funding Date that arose under the Servicing Agreements listed as “Designated Servicing Agreements” on the Designated Servicing Agreement Schedule as of the Closing initial Funding Date as the result of OLS making Advances under such Servicing Agreements prior to the respective MSR Transfer Dates (the “OLS Initial Receivables”), (ii2) each Advance Receivable (other than any Existing Receivables) in existence on any Business Day on or and after the Closing initial Funding Date and prior to until the Receivables Sale Termination opening of business on the related MSR Transfer Date that and which arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables” and together with the OLS Initial Receivables, the “OLS Receivables”), and (iii3) in the case of both OLS Initial Receivables and OLS Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar OLS and HLSS to enforce such Initial Receivables and Additional OLS Receivables (collectively, the “OLS Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, NationstarGreen Tree, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor purchases and acquires from Nationstar Green Tree without recourse except as provided herein, all of the Nationstar's Green Tree’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar Green Tree to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar Green Tree shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Depositor Issuer acquires from Nationstar the Depositor without recourse except as provided herein, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) the Nationstar Initial Receivables, (2) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial other than any Existing Receivables”), (ii) each Receivable in existence on any Business Day on or and after the Closing Date and prior to the Receivables Sale Termination Date (including the Advance Purchaser Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of (the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the Advance Purchaser Transferred Assets), together with all rights of Nationstar Depositor to enforce such Initial Receivables and Additional Receivables (including the Advance Purchaser Transferred Assets) (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the DepositorIssuer, and the Depositor Issuer acquires from Nationstar the Depositor without recourse except as provided herein, all of the Nationstar's Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i1) each Receivable in existence on the Closing Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Additional Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar the Depositor to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the DepositorIssuer, on each Business Day, each Additional Receivable not previously transferred to the Depositor Issuer and the Depositor Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.