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, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises 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”), (3) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the 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, the Depositor Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer Depositor acquires from the Depositor Nationstar without recourse except as provided herein, all of the DepositorNationstar’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1i) each Receivable in existence on the Closing Date that arose under any the Servicing Agreement that is Agreements listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (2ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to 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 (3iii) 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 the Depositor Nationstar 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, the Depositor Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and until the close of business on the Receivables Sale Termination Date, subject conveyed to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer acquires Depositor acquired from the Depositor OLS, without recourse except as provided hereinunder the Original Receivables Sale Agreement, all of the DepositorOLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) each Receivable in existence on the Closing Date that arose under and in existence on any Servicing Agreement Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date date such Receivable is created (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Closing Effective Date and prior to until the Receivables Sale Termination Date opening of business on the related MSR Transfer Date, that arises with respect to 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”)) for which the MSR Transfer Date has not yet occurred, and (32) 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 the Depositor HLSS to enforce such Initial Receivables and OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and (4) until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS 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 (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 respect the UCC) (including the OLS Transferred Assets), together with all rights of HLSS 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, the Depositor HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer 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, the Depositor Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer Depositor acquires from the Depositor Nationstar without recourse except as provided herein, all of the Depositor’s Nationstar's right, title and interest, whether now owned or hereafter acquired, in, to and under (1i) each Receivable in existence on the Closing Date that arose under any the Servicing Agreement that is Agreements listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (2ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to 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 (3iii) 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 the Depositor Nationstar 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, the Depositor Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. (i) From the Original Closing Date to the Amended and Restated Closing Date, subject to the provisions of the Original Receivables Pooling Agreement, the Depositor sold and/or contributed, assigned, transferred and conveyed to the Issuer, and the Issuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Original Closing Date and in existence on any Business Day on or after the Original Closing Date and prior to the Amended and Restated Closing Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Amended and Restated Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Amended and Restated Closing Date and prior to the Receivables Sale Termination Date that arises with respect to 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 (32) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on (i) From the Closing Date to the Effective Date, Nationstar sold and/or contributed, assigned, transferred, and until the close of business on the Receivables Sale Termination Date, subject conveyed to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer acquires Depositor acquired from the Depositor Nationstar, without recourse except as provided hereinunder the Original Receivables Sale Agreement, all of the DepositorNationstar’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) each Receivable in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Servicing Agreement that is was listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is was created (the “Additional Initial Receivables”), and (32) 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 the Depositor Nationstar to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, Nationstar shall sell, assign, transfer and convey to Advance Purchaser, for a cash purchase price equal to 100% of the Receivable Balance thereof, (1) each Advance Receivable in existence on any Business Day on and after the Effective Date and until the opening of business on the related MSR Transfer Date 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 Receivables Advance Receivables”), and (42) 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 Advance Purchaser to enforce such Nationstar Additional Advance Receivables (collectively, the “Nationstar Advance Receivable Transferred Assets”). Nationstar affirms that it has sold, assigned, transferred and conveyed to Advance Purchaser pursuant to the Purchase Agreement each Deferred Servicing Fee Receivable in existence on any Business Day on and after the Effective Date and until the opening of business on the related MSR Transfer Date 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 Deferred Servicing Fee Receivables” and together with the Nationstar Additional Advance Receivables, the “Nationstar Additional Receivables”), 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 UCC), together with all rights of Advance Purchaser to enforce such Nationstar Additional Deferred Servicing Fee Receivables (collectively, the “Nationstar Deferred Servicing Fee Receivable Transferred Assets” and together with the Nationstar Advance Receivable Transferred Assets, the “Nationstar Transferred Assets”). (iii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Advance Purchaser hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor purchases and acquires from Advance Purchaser without recourse except as provided herein, all of Advance Purchaser’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on and after the Effective Date and prior to the Receivables Sale Termination Date (including the Nationstar 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 (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 respect the UCC) (including the Nationstar Transferred Assets), together with all rights of Advance Purchaser to enforce such Initial Receivables and Additional Receivables (including the Nationstar Transferred Assets) (collectively, the “Transferred Assets”). Receivables for Nationstar and Advance Purchaser hereby affirm that Deferred Servicing Fees Fee Receivables that are ineligible for financing under the Indenture will not be sold or transferred under the Purchase Agreement or hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, the Depositor Advance Purchaser shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. (i) From the Closing Date to the Effective Date, subject to the provisions of the Original Receivables Pooling Agreement, the Depositor sold and/or contributed, assigned, transferred and conveyed to the Issuer, and the Issuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day on or after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Closing Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Effective Date and prior to the Receivables Sale Termination Date that arises with respect to 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 (32) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the 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, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s 's right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises 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”), (3) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. (i) From the Closing Date to the Effective Date, subject to the provisions of the Original Receivables Pooling Agreement, the Depositor sold and/or contributed, assigned, transferred and conveyed to the Issuer, and the Issuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day on or after the Closing Date and prior to the Effective Date that arose under any Servicing Agreement that was listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable was created (the “Initial Receivables”), 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 UCC), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Closing Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Effective Date and prior to the Receivables Sale Termination Date that arises 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 (the “Additional Receivables”), and (32) 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 the Depositor to enforce such Initial Receivables and Additional Receivables and (43) 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on At the Closing DateClosing, upon the terms and until the close of business on the Receivables Sale Termination Date, subject to the provisions of conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Depositor hereby sells and/or contributesSeller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, assignsconvey, transfers assign and conveys otherwise transfer to the IssuerPurchaser free and clear of all Liens, except for Permitted Liens, and the Issuer acquires Purchaser shall purchase from the Depositor without recourse Seller free and clear of all Liens, except as provided hereinfor Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3, all of the DepositorSeller’s and its direct and indirect Subsidiaries’ right, title and interestinterest in and to the following (the “Transferred Assets”): (a) the production assets (i) physically located at the Transferred Real Property or (ii) listed on Schedule 2.1(a)(i) or 2.1(a)(ii) (the “Closing Production Assets”); (b) the raw material, whether now owned or hereafter acquiredpackaging, inlabels, to work in process and under component inventories (1x) each Receivable in existence on physically located at the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule Transferred Real Property as of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Initial ReceivablesClosing Inventory”), (2) each Receivable in existence on provided that, Closing Inventory will not include any Business Day on Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or after consignment inventory held for the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to benefit of any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as customers of the date such Receivable is created Seller (the “Additional ReceivablesConsignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (3c) 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 UCCcontracts listed on Schedule 2.1(c), together with all rights of including the Depositor to enforce such Initial Receivables and Additional Receivables and Transferred Lease (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred AssetsContracts”). Receivables for Deferred Servicing Fees that are ineligible for financing under ; and (d) 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, the Depositor shall, automatically and without any further action assets listed on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such ReceivableSchedule 2.1(d).

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, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable in existence on the Closing Date that arose under 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 Closing Date date such Receivable is created (the “Initial Receivables”), (2) each Receivable in existence on any Business Day on or 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 “Additional Receivables”), (3) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the 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, the Depositor Green Tree, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer Depositor purchases and acquires from the Depositor Green Tree without recourse except as provided herein, all of the DepositorGreen Tree’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under 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 Closing Date date such Receivable is created (the “Initial Receivables”), (2) each Receivable in existence on any Business Day on or 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 “Additional Receivables”), and (3) 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 the Depositor Green Tree 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, the Depositor Green Tree shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer 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, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) the Nationstar Initial Receivables, (2) each Receivable (other than any Existing Receivables) in existence on any Business Day on and after the Closing Date and prior to the Receivables Sale Termination Date (including the Advance Purchaser Additional Receivables) that arose arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of (the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises 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 (3) 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 the Depositor to enforce such Initial Receivables and Additional Receivables and (4including the Advance Purchaser Transferred Assets) 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. (i) From the Original Closing Date to the Closing Date, subject to the provisions of the Original Receivables Pooling Agreement, the Depositor sold and/or contributed, assigned, transferred and conveyed to the Issuer, and the Issuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (other than Receivables arising in connection with the Servicing Agreements of Nationstar Mortgage LLC related to the Mortgage Loans serviced for Xxxxxxx Mac under Seller/Servicer Number 157386, which are initially being transferred as of the Closing Date) (1) in existence on the Original Closing Date and in existence on any Business Day on or after the Original Closing Date and prior to the Closing Date that arose with respect to any Pool that is subject 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 (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”); and (ii) Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Facility Eligible Pool (each a “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 (“Additional Receivables”), (32) 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 the Depositor to enforce such Initial Receivables and Additional Receivables and (43) 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the 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 initial Funding Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) the OLS Initial Receivables, (2) each Receivable (other than any Existing Receivables) in existence on any Business Day on and after the Closing initial Funding Date and prior to the Receivables Sale Termination Date (including the HLSS Additional Receivables) that arose arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of (the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises 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 (3) 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 the Depositor to enforce such Initial Receivables and Additional Receivables and (4including the HLSS Transferred Assets) 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the 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 (a) Subject to the provisions terms and conditions of this AgreementAgreement and in consideration of the obligations of the Buyer herein, at the Closing, the Depositor hereby sells and/or contributesSeller shall sell, assignsassign, transfers transfer, grant, bargain, deliver and conveys convey to the IssuerBuyer, free and clear of all Liens, the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s Seller's entire right, title and interestinterest in and to the machinery and equipment listed in Section 1.1 of the Disclosure Schedule (the "Transferred Assets"). Nothing herein shall be deemed to be a sale or conveyance, whether now owned or hereafter acquiredan agreement to sell or convey, in, any assets of the Seller except for the Transferred Assets. The Seller also shall assign all orders from customers relating to and under (1) each Receivable in existence on oilfield couplings as of the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule are not yet in production as of the Closing Date (“Initial Receivables”), (2the "Orders") each Receivable in existence on any Business Day on or after to an Affiliate of the Buyer pursuant to Section 5.3 hereof. The Seller agrees that all orders from customers relating to oilfield couplings as of the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule are in production as of the date Closing Date (the "Orders in Production") shall be completed by the Seller within 20 days of the Closing Date. Any Orders in Production that are not completed within such Receivable is created 20-day period shall be deemed to be "Orders" and shall be transferred pursuant to the Inventory Agreement. (“Additional Receivables”)b) The Seller shall use its best efforts to obtain such consents of third parties as are necessary for the assignment of the Transferred Assets. To the extent that any of the Transferred Assets are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, (3) the Transferred Assets shall be held by the Seller in trust for the Buyer and shall be performed by the Buyer in the case name of both Initial Receivables and Additional Receivables, all monies due or to become due the Seller and all amounts received or receivable with respect thereto benefits and all proceeds (including “proceeds” as defined obligations derived thereunder shall be for the account of the Buyer; provided, however, that where entitlement of the Buyer to such Transferred Assets hereunder is not recognized by any third party, the Seller shall, at the request of the Buyer, enforce in a reasonable manner, at the UCC)cost of and for the account of the Buyer, together with any and all rights of the Depositor Seller against such third party. (c) On or prior 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 Closing Date, the Depositor shallSeller shall notify each Person which may have possession of any of the Transferred Assets at the Closing Date, automatically and without any further action on its partwhether by consignment or otherwise, sell and/or contribute, assign, of the transfer and convey of such Transferred Assets to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such ReceivableBuyer.

Transferred Assets. Commencing on On the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreementdate hereof, the Depositor hereby sells and/or contributeswill sell, assignscontribute, transfers assign and conveys convey to the Issuer, and the Issuer acquires will purchase and acquire from the Depositor without recourse except as provided hereinrecourse, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that arose under 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 Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or 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 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 (3) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. Commencing on (i) From the Original Closing Date to the Second Amended and Restated Closing Date, OLS sold and/or contributed, assigned, transferred, and until the close of business on the Receivables Sale Termination Date, subject conveyed to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer acquires Depositor acquired from the Depositor OLS, without recourse except as provided hereinunder the Original Receivables Sale Agreement, all of the DepositorOLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) each Receivable in existence on the Original Closing Date that arose under and in existence on any Servicing Agreement Business Day after the Original Closing Date and prior to the Second Amended and Restated Closing Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date date such Receivable is created (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Second Amended and Restated Closing Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Second Amended and Restated Closing Date and prior to until the Receivables Sale Termination Date opening of business on the related MSR Transfer Date, that arises with respect to 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”)) for which the MSR Transfer Date has not yet occurred, and (32) 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 the Depositor HLSS to enforce such Initial Receivables and OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Second Amended and (4) Restated Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Second Amended and Restated Closing Date and prior to the Receivables Sale Termination Date (including the OLS 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 (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 respect the UCC) (including the OLS Transferred Assets), together with all rights of HLSS 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, the Depositor HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer Depositor 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, at the Depositor hereby sells and/or contributesClosing, assigns, transfers and conveys to the Issuer(i) Seller will, and will cause the Issuer acquires from the Depositor 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 Depositor’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 as applicable, a general copyright assignment in the form of Exhibit B (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Copyright Assignment Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), a general domain name assignment in the form of Exhibit C (2) each Receivable the “Domain Name Assignment Agreement”), a general assignment and xxxx of sale in existence on any Business Day on or after the Closing Date form of Exhibit D (the “General Assignment Agreement”), a trademark and prior to company name license back agreement in respect of the Receivables Sale Termination Date that arises “Hercules” trademark and company name in the form of Exhibit E (the “Hercules License Agreement”), an intellectual property, trade secret and 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 to any Servicing Agreement Transferred Company Equity Interests that is listed as a are certificated, certificates representing the Transferred Company Equity Interests (the “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional ReceivablesEquity Interest Certificates”), duly endorsed by the applicable Entity Selling Corporations for transfer to Buyer or the designated Buyer Corporation (3or accompanied by duly executed undated blank stock powers) with appropriate transfer stamps, if any, affixed, in the each 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer 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 the Closing Date, and Date until the close of business on date hereof, pursuant to the Original Receivables Sale Termination DateAgreement, subject Ditech, as receivables seller, sold, contributed, assigned and conveyed to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer acquires Depositor purchased and acquired from the Depositor Ditech without recourse except as provided hereinin the Original Receivables Sale Agreement, all of the DepositorDitech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that arose under is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on (the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable (i) in existence on any Business Day on or 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 or (ii) in existence on, or on any date such Receivable is created after, the related Designation Date of a Pool that becomes a Designated Pool after the Closing Date (the “Additional Receivables”), and (3) 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 the Depositor Ditech 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 “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, the Depositor Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer Depositor and the Issuer 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 the Receivables Sale Termination Datedate hereof, subject pursuant to the provisions of this Original Receivables Pooling Agreement, the Depositor hereby sells and/or contributessold, assignscontributed, transfers assigned and conveys conveyed to the Issuer, and the Issuer acquires purchased and acquired from the Depositor without recourse except as provided hereinin the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that arose under is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on (the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable (i) in existence on any Business Day on or 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 or (ii) in existence on, or on any date such Receivable is created after, the related Designation Date of a Pool that becomes a Designated Pool after the Closing Date (the “Additional Receivables”), (3) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer and the 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, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreementdate hereof, the Depositor hereby sells and/or contributeswill sell, assignscontribute, transfers assign and conveys convey to the Issuer, and the Issuer acquires will purchase and acquire from the Depositor without recourse except as provided hereinrecourse, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under 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 Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to 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 (3) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer and the 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, Ditech, as receivables seller, will sell, contribute, assign and until the close of business on the Receivables Sale Termination Date, subject convey to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer acquires Depositor will purchase and acquire from the Depositor Ditech without recourse except as provided hereinrecourse, all of the DepositorDitech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that arose under 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 Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or 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 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 (3) 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 the Depositor Ditech 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, the Depositor Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer Depositor and the Issuer Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. (i) From the Original Closing Date to the Closing Date, subject to the provisions of the Original Receivables Sale Agreement, Nationstar sold and/or contributed, assigned, transferred and conveyed to the Depositor, and the Depositor acquired from Nationstar without recourse except as provided under the Original Receivables Pooling Agreement, all of Nationstar’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (other than Receivables arising in connection with the Servicing Agreements of Nationstar Mortgage LLC related to the Mortgage Loans serviced for Xxxxxxx Mac under Seller/Servicer Number 157386, which are initially being transferred as of the Closing Date) (1) in existence on the Original Closing Date and in existence on any Business Day on or after the Original Closing Date and prior to the Closing Date that arose with respect to any Pool that is subject 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 (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar to enforce such Initial Receivables (collectively, the “Original Transferred Assets”); and (ii) Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer Depositor acquires from the Depositor Nationstar without recourse except as provided herein, all of the DepositorNationstar’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Facility Eligible Pool (each a “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 (“Additional Receivables”), and (32) 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 the Depositor Nationstar 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, the Depositor Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer 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, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as with respect to a “Designated Pool relating to the Designated Servicing Agreement” 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”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect 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, 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”), (3) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the 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 On the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreementdate hereof, the Depositor hereby sells and/or contributeswill sell, assignscontribute, transfers assign and conveys convey to the Issuer, and the Issuer acquires will purchase and acquire from the Depositor without recourse except as provided hereinrecourse, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that arose under 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 Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or 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 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 (3) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer and the 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, at the Depositor hereby sells and/or contributesClosing, assigns, transfers and conveys to the Issuer(i) Seller will, and will cause the Issuer acquires from Asset Selling Corporations to, sell, assign, transfer, convey, and deliver to Buyer (or its applicable Affiliates), and Buyer (or its applicable Affiliates) will purchase, acquire and accept, the Depositor without recourse except Transferred Assets and (ii) Seller will cause the Entity Selling Corporations to sell, assign, transfer, convey, and deliver to Buyer (or its applicable Affiliates), and Buyer (or its applicable Affiliates) will purchase, acquire and accept, the Transferred Company Equity Interests, in each case of subparts (i) and (ii) free and clear of all Encumbrances other than Permitted Encumbrances. Accordingly, Seller will, or will cause the other Selling Corporations to, execute and deliver at the Closing, as provided hereinapplicable, a general copyright assignment in the form of Exhibit C (the “Copyright Assignment Agreement”), a general domain name assignment in the form of Exhibit D (the “Domain Name Assignment Agreement”), a general assignment and xxxx of sale in the form of Exhibit E (the “General Assignment Agreement”), a general patent assignment in the form of Exhibit F (the “Patent Assignment Agreement”), a general trademark assignment in the form of Exhibit G (the “Trademark Assignment Agreement”), such other instruments of conveyance, assignment and transfer as Buyer and Seller reasonably agree upon and, with respect to Transferred Company Equity Interests that are certificated, certificates representing the Transferred Company Equity Interests (the “Equity Interest Certificates”), 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 appropriate transfer stamps, if any, affixed, in each case to convey to Buyer all of the Depositor’s Selling Corporations’ right, title and interest, whether now owned or hereafter acquired, in, to interest in and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises Transferred Assets and the Transferred Company Equity Interests. Seller shall bear all risk of loss with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as Transferred Assets and the Transferred Company Equity Interests (in each case, whether or not covered by insurance) up to the time of the date Closing, whereupon such Receivable is created (“Additional Receivables”), (3) in the case risk of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable loss with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer Transferred Assets and the Issuer Transferred Company Equity Interests shall purchase each such Additional Receivable together with all of the other Transferred Assets related pass to such ReceivableBuyer.

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, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable (A) in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (2B) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to 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 (3C) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the 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, the Depositor PMC, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer Depositor acquires from the Depositor PMC without recourse except as provided herein, all of the DepositorPMC’s right, title and interest, whether now owned or hereafter acquired, subject to the Consent, in, to and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as with respect to a “Designated Pool relating to the Designated Servicing Agreement” 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”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect 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 (3) 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 the Depositor PMC 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, the Depositor PMC shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer 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 on Upon the Closing Date, terms and until the close of business on the Receivables Sale Termination Date, subject to the provisions conditions of this Agreement, the Depositor Seller hereby sells and/or contributesagrees to and does sell, assignstransfer, transfers assign, convey and conveys deliver to the IssuerBuyer, and the Issuer acquires Buyer hereby agrees to and does receive and assume from the Depositor without recourse except as provided hereinSeller, all of the DepositorSeller’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under the following, wherever located: (1a) each Receivable Transferred Contract including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the relevant Seller under the Transaction Documents against any Person, whether known or unknown, arising under or in existence connection with the Transaction Documents or in any way based on or related to any of the foregoing; (b) the Contract Files relating to such Transferred Contracts; (c) prepaid interest and finance charges paid in advance by Obligors in respect of the Transferred Assets pro-rated for the period from and including the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule Date; and (d) all other properties, assets and rights owned by Seller as of the Closing Date (“Initial Receivables”)Date, (2) each Receivable or in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises which Seller has an interest with respect to any Servicing Agreement that is listed each of the assets set forth in the Schedule of Transferred Assets. The assets referred to in this Section 2.1 being sold, transferred, assigned, conveyed and delivered by Seller (as a “Designated Servicing Agreement” designated on the Designated Servicing Agreement Schedule of Transferred Assets) are referred to as of the date such Receivable is created (“Additional Receivables”), (3) 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 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.” Notwithstanding the foregoing, the Buyer is not purchasing from the relevant Seller, and the Transferred Assets shall not include, Seller’s right to receive any accrued and unpaid interest and finance charges through the day immediately prior to the Closing Date due from Obligors in arrears (collectively, “Pre-Closing Accrued Interest and Charges”). Receivables for Deferred Servicing Fees that are ineligible for financing under , but shall include Seller’s right to receive any accrued and unpaid interest and finance charges from and including 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 Closing Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

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 conditions of this Article VI, in consideration of the agreements under this Agreement, including the Depositor hereby sells and/or contributeswaiver of certain non-solicit and non-compete provisions by the Service Providers, assigns, transfers REIT TRS shall purchase and conveys to assume from the IssuerService Providers, and the Issuer acquires from Service Providers shall sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to REIT TRS (or its designee) at the Depositor without recourse except as provided hereinSelf-Management Closing, all of the Depositor’s their right, title and interest, whether now owned or hereafter acquired, interest in, to and under the assets (1which shall be conveyed on an “as is, where is” basis) each Receivable and Contracts expressly set forth under the headings “Assets and Contracts of Advisor” and “Assets and Contracts of Property Manager” in existence on a schedule of assets and Contracts delivered by Services Holdings at least ten (10) Business Days prior to the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Self-Management Closing Date (such schedule, the “Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date Transferred Assets Schedule” and prior to the Receivables Sale Termination Date that arises 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”), (3) in the case of both Initial Receivables assets 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 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 (collectivelyContracts, the “Transferred Assets”). Receivables No later than January 1, 2014, the Service Providers shall provide to REIT TRS a preliminary list of Transferred Assets, and shall keep REIT TRS informed of material changes to the list of Transferred Assets from the date of the delivery of the preliminary list of Transferred Assets until the delivery of the Transferred Assets Schedule. The Transferred Assets Schedule shall be prepared in good faith by the Service Providers and shall include: (A) each Contract set forth in Annex B (or successor or replacement thereof) that (1) remains in existence on the Self-Management Closing Date and (2) may be assigned according to the terms of such Contract (including as a result of any obtained consent or approval) to REIT TRS at the time of the Self-Management Closing pursuant to the Xxxx of Sale for Deferred Servicing Fees Transferred Assets; (B) any other Contracts to which the parties mutually agree; and (C) the tangible assets of Advisor and Property Manager, including furniture, fixtures and equipment that meet all of the following conditions: (1) such assets are located at the MF REIT Headquarters, on-site at properties of MF REIT that are ineligible for financing managed by the Property Manager, or at such other location (if any) where the Specified Employee utilizing such assets regularly works, (2) such assets are utilized by the Specified Employees exclusively in the conduct of the business of MF REIT and which are not currently owned by MF REIT, and (3) such assets have not been used by any member of the Behringer Group to provide services to other investment funds under the Indenture any Contract and will not be sold or used by any member of the Behringer Group to provide services to MF REIT after the Self-Management Closing under the Administrative Services Agreement. The Parties agree that the tangible assets included in the Transferred Assets are being transferred hereunder and for no consideration. Services Holdings shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and use commercially reasonable efforts to convey to REIT TRS physical possession of such tangible assets (if not already in the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer possession of MF REIT and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivableits Affiliates).

Transferred Assets. Commencing on (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and until the close of business on the Receivables Sale Termination Date, subject conveyed to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer acquires Depositor acquired from the Depositor OLS, without recourse except as provided hereinunder the Original Receivables Sale Agreement, all of the DepositorOLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) each Receivable in existence on the Closing Date that arose under and in existence on any Servicing Agreement Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date date such Receivable is created (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable Receivable, in existence on any Business Day on or after the Closing Effective Date and prior to until the Receivables Sale Termination Date opening of business on the MSR Transfer Date, that arises with respect to 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 (32) 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 the Depositor HLSS to enforce such Initial Receivables and OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and (4) until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS 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 (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 respect the UCC) (including the OLS Transferred Assets), together with all rights of HLSS 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, the Depositor HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. (i) From the Closing Date to the Effective Date, subject to the provisions of the Original Receivables Pooling Agreement, the Depositor sold and/or contributed, assigned, transferred and conveyed to the Issuer, and the Issuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day on or after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Closing Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer 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 (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Effective Date and prior to the Receivables Sale Termination Date that arises with respect to 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 (32) 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 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable. (iii) The Depositor and the Issuer hereby agree that no further transfers will be made pursuant to the Amended and Restated Assignment of Receivables, dated as of March 2, 2012 (the “March 2, 2012 Assignment”).

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 conditions set forth in this Agreement (including the terms of this AgreementSection 2.2), at the Depositor hereby sells and/or contributesClosing, assignsSeller and SYC shall (and shall cause one or more of their respective Subsidiaries to) irrevocably sell, transfers transfer, convey, assign and conveys deliver to the IssuerBuyer or one or more of its Subsidiaries, and the Issuer acquires Buyer shall (and, if applicable, shall cause one or more of its Subsidiaries to) irrevocably purchase from the Depositor without recourse except as provided hereinSeller, SYC and their respective Subsidiaries, in each case free and clear of all Liens other than Permitted Liens, all of the Depositor’s right, title and interestinterest of Seller, whether now owned or hereafter acquired, in, to SYC and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule their respective Subsidiaries as of the Closing Date in and to all assets, properties and rights of Seller, SYC and its Subsidiaries that are primarily used or held for use in, or primarily related to, the Business, wherever located (“Initial Receivables”)each, (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Servicing Agreement that is listed as a “Designated Servicing AgreementTransferred Asset” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), (3) 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 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 , including the following: (a) the tangible personal property identified on Schedule 2.1(a) which is dated as of October 9, 2009 (the “Financial Schedules Date”) and the tangible personal property and trade fixtures owned by Seller or SYC and located at the Montreal Subleased Property and Salem Leased Property, as well as the tangible personal property that is primarily used or held for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold use in, or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Dateprimarily related to, the Depositor shallBusiness that has been acquired by Seller, automatically SYC and without any further action on its parttheir respective subsidiaries during the period of time between the Financial Schedules Date and the Closing (collectively, sell and/or contribute, assign, transfer and convey the “Transferred Tangible Property”); (b) all Seller Intellectual Property that (i) would be infringed or misappropriated absent a license by the operation of the Business in the manner conducted prior to the Issuer, on each Business Day, each Additional Receivable not previously transferred Closing or (ii) was created by any employee of or consultant to the Issuer and Business, including the Issuer shall purchase each such Additional Receivable Registered Intellectual Property identified on Schedule 2.1(b) (collectively, whether or not identified on Schedule 2.1(b), the “Transferred Intellectual Property”), together with all goodwill of the Business associated with any Trademarks included therewith, and the right to all past and future damages arising from any third party infringement or other violation of such Transferred Assets related Intellectual Property; (c) all contracts identified on Schedule 2.1(c) (collectively, whether or not identified on Schedule 2.1(c), the “Transferred Contracts”), together with all rights and benefits thereunder; (d) all Permits identified on Schedule 2.1(d) (collectively, whether or not identified on Schedule 2.1(d), the “Transferred Permits”), together with all rights thereunder; (e) all claims, actions, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment, rights of indemnification and all other similar rights of any kind or nature (the “Transferred Claims”); (f) all accounts receivable and prepaid expenses; (g) copies of all books and records and originals of all ledgers, files, documents and correspondence, customer, supplier, advertiser, circulation and other lists (including subscriber lists), invoices and sales data, and studies, reports and other printed or written materials or data owned by Seller and SYC as of the Closing that relate to such Receivablethe Business; and (h) the other assets identified on Schedule 2.1(h).

Transferred Assets. Commencing on On the Closing Datedate hereof, Ditech, as receivables seller, will sell, contribute, assign and until the close of business on the Receivables Sale Termination Date, subject convey to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer acquires Depositor will purchase and acquire from the Depositor Ditech without recourse except as provided hereinrecourse, all of the DepositorDitech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under with respect 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 Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect 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 (3) 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 the Depositor Ditech 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, the Depositor Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable (other than any Excepted Receivable) not previously transferred to the Issuer Depositor and the Issuer Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

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 conditions of this Agreement, the Depositor each Seller hereby sells and/or contributesagrees to and does sell, assignstransfer, transfers assign, convey and conveys deliver to the IssuerBuyer, and the Issuer acquires Buyer hereby agrees to and does receive and assume from the Depositor without recourse except as provided hereinsuch Seller, all of the Depositorsuch Seller’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under the following, wherever located: (1a) each Receivable Transferred Contract including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the relevant Seller under the Transaction Documents against any Person, whether known or unknown, arising under or in existence connection with the Transaction Documents or in any way based on or related to any of the foregoing; (b) the Contract Files relating to such Transferred Contracts; (c) prepaid interest and finance charges paid in advance by Obligors in respect of the Transferred Assets pro-rated for the period from and including the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule Date; and (d) all other properties, assets and rights owned by such Seller as of the Closing Date (“Initial Receivables”)Date, (2) each Receivable or in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises which such Seller has an interest with respect to any Servicing Agreement that is listed each of the assets set forth in the Schedule of Transferred Assets. The assets referred to in this Section 2.1 being sold, transferred, assigned, conveyed and delivered by each Seller (as a “Designated Servicing Agreement” designated on the Designated Servicing Agreement Schedule of Transferred Assets) are referred to as of the date such Receivable is created (“Additional Receivables”), (3) 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 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.” Notwithstanding the foregoing, the Buyer is not purchasing from the relevant Seller, and the Transferred Assets shall not include, such Seller’s right to receive any accrued and unpaid interest and finance charges through the day immediately prior to the Closing Date due from Obligors in arrears (collectively, “Pre-Closing Accrued Interest and Charges”). Receivables for Deferred Servicing Fees that are ineligible for financing under , but shall include such Seller’s right to receive any accrued and unpaid interest and finance charges from and including 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 Closing Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

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, Nationstar shall sell, assign, transfer and convey to Advance Purchaser, for a cash purchase price equal to 100% of the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, Receivable Balance thereof all of the DepositorNationstar’s right, title and interest, whether now owned or hereafter acquired, acquired in, to and under under, (1) 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”), (2) each Advance Receivable (other than any Existing Advance Receivables) in existence on any Business Day on and after the Closing Date and until the opening of business on the related MSR Transfer Date and which arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Nationstar Additional Advance Receivables” and together with the Nationstar Initial Advance Receivables, the “Nationstar Advance Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises 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”), (3) 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 the Depositor Nationstar and Advance Purchaser to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of 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, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Deferred Servicing Fee Receivable not previously transferred conveyed to the Issuer pursuant to an Assignment and Recognition Agreement in existence on the Issuer shall purchase date of such Assignment and Recognition Agreement (each, an “Existing Deferred Servicing Fee Receivable” and together with the Existing Advance Receivables, the “Existing Receivables”), the “Nationstar Initial Deferred Servicing Fee Receivables” and together with the Nationstar Initial Advance Receivables, the “Nationstar Initial Receivables”), (2) each Deferred Servicing Fee Receivable on any Business Day on and after the Closing Date and until the opening of business on the related MSR Transfer Date and which arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule (such Receivables, other than any Existing Deferred Servicing Fee Receivables, the “Nationstar Additional Receivable Deferred Servicing Fee Receivables” and together with the Nationstar Initial Deferred Servicing Fee Receivables, the “Nationstar Deferred Servicing Fee Receivables”) and, separately, together with the Nationstar Additional Advance Receivables, the “Nationstar Additional Receivables”), and (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 UCC), together with all rights of Advance Purchaser to enforce such Nationstar Initial Deferred Servicing Fee Receivables and Nationstar Additional Deferred Servicing Fee Receivables (collectively, the other “Nationstar Deferred Servicing Fee Receivable Transferred Assets related to such ReceivableAssets” and together with the Nationstar Advance Receivable Transferred Assets, the “Nationstar Transferred Assets”).

Transferred Assets. Commencing on (i) From the Original Closing Date to the Amended and Restated Closing Date, OLS sold and/or contributed, assigned, transferred, and until the close of business on the Receivables Sale Termination Date, subject conveyed to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the IssuerDepositor, and the Issuer acquires Depositor acquired from the Depositor OLS, without recourse except as provided hereinunder the Original Receivables Sale Agreement, all of the DepositorOLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) each Receivable in existence on the Original Closing Date that arose under and in existence on any Servicing Agreement Business Day after the Original Closing Date and prior to the Amended and Restated Closing Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date date such Receivable is created (the “Initial Receivables”), 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 Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Amended and Restated Closing Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Amended and Restated Closing Date and prior to until the Receivables Sale Termination Date opening of business on the related MSR Transfer Date, that arises with respect to 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”)) for which the MSR Transfer Date has not yet occurred, and (32) 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 the Depositor HLSS to enforce such Initial Receivables and OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Amended and (4) Restated Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Amended and Restated Closing Date and prior to the Receivables Sale Termination Date (including the OLS 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 (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 respect the UCC) (including the OLS Transferred Assets), together with all rights of HLSS 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, the Depositor HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

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, OLS shall sell, assign, transfer and convey to HLSS, for a cash purchase price equal to 100% of the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, Receivable Balance thereof all of the DepositorOLS’s right, title and interest, whether now owned or hereafter acquired, acquired in, to and under under, (1) 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 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”), (2) each Advance Receivable (other than any Existing Receivables) in existence on any Business Day on and after the initial Funding Date and until the opening of business on the related MSR Transfer Date and which arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“OLS Additional Receivables” and together with the OLS Initial Receivables, the “OLS Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises 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”), (3) 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 the Depositor OLS and HLSS to enforce such Initial OLS Receivables (collectively, the “OLS Transferred Assets”). (ii) Commencing on the initial Funding Date, and Additional Receivables and (4) until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor purchases and acquires from HLSS without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) OLS Initial Receivables, (2) each Receivable (other than any Existing Receivables) in existence on any Business Day on and after the initial Funding Date and prior to the Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule (“Additional Receivables”), and (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 respect the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Initial Receivables and Additional Receivables (including the OLS Transferred Assets) (collectively, the “Transferred Assets”). Receivables for OLS and HLSS hereby affirm that Deferred Servicing Fees Fee Receivables that are ineligible for financing under the Indenture will not be sold or transferred under the Purchase Agreement or hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, the Depositor HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the IssuerDepositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer Depositor and the Issuer Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.