Common use of Removal of Designated Servicing Agreements and Receivables Clause in Contracts

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) all Receivables related to such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate shall remain subject to the lien of the Indenture unless purchased for the aggregate of the Receivables Balances for such Receivables by a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative Agent, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Nationstar conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for Indenture, in which case Nationstar may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement that are included in the aggregate of the Receivables Balances for such Receivables by Trust Estate shall have been paid in full or sold in a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative AgentPermitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to not be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date and shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor HLSS may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) all Receivables related to such Removed Servicing Agreement previously transferred to the Issuer Depositor and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for the aggregate of the Receivables Balances for such Receivables by a Person not affiliated with HLSS the Servicer or the Receivables Seller or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative Agent, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to be sold and/or contributed by HLSS to the Depositor (and, prior to the Issuer pursuant related MSR Transfer Date, by OLS to the Receivables Pooling Agreement HLSS) until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Advance Purchaser conducts a Permitted Refinancing, all Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for Indenture, in which case Advance Purchaser may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement that are included in the aggregate of the Receivables Balances for such Receivables by Trust Estate shall have been paid in full or sold in a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative AgentPermitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to not be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date and shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement or a Designated Pool from the Designated Servicing Agreement Schedule for purposes of this Agreement (each such Servicing Agreement or Designated Pool so removed, a “Removed Servicing Agreement” and a “Removed Pool”, respectively). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Ditech conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for Indenture, in which case Ditech may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement or that Pool that are included in the aggregate of the Receivables Balances for such Receivables by Trust Estate shall have been paid in full or sold in a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative AgentPermitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement or Removed Pool arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to not be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date and shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On (A) The Issuer may, on any date on upon or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove any Servicing Agreement as a Designated Servicing Agreement from the Designated Servicing Agreement Schedule (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of , whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” for purposes of this Agreement from (except that, unless the Designated Servicing Agreement ScheduleIssuer conducts a Permitted Refinancing, (i) all Receivables related to such Removed Advances made by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case HLSS, as receivables seller, may not assign to another Person any Receivables arising under that Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall remain subject to the lien of the Indenture unless purchased for the aggregate of the Receivables Balances for such Receivables by a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative Agent, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are have been paid in full or sold pursuant in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement as provided in this Section 2(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole discretion and (2) send prior written notice to each Note Rating Agency for Outstanding Notes then rated. Notwithstanding the foregoing, the Issuer may sell the unreimbursed Receivables with respect to a removed Servicing Agreement to the terms Servicer for a cash purchase price equal to 100% of the IndentureReceivable Balance thereof upon payment of which such Receivables shall no longer be a part of the Trust Estate; provided, however, that in no event shall the Issuer sell Receivables to HLSS, on any date, to the extent that, after such sale, the cumulative amount of Receivables sold and/or contributed to OLS pursuant to this sentence would exceed 10% of the aggregate Receivable Balance of the Receivables that have been conveyed to the Depositor on or after Issuer from the Stop Cut-off Date shall not constitute Additional Receivablesthrough the date of sale.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement or a Designated Pool from the Designated Servicing Agreement Schedule for purposes of this Agreement (each such Servicing Agreement or Designated Pool so removed, a “Removed Servicing Agreement” and a “Removed Pool”, respectively). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Ditech conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for Indenture, in which case Ditech may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement or that Pool that are included in the aggregate of the Receivables Balances for such Receivables by Trust Estate shall have been paid in full or sold in a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative AgentPermitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement or Removed Pool arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to not be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date and shall not constitute Additional Receivables.. (d)

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule for purposes of this Agreement (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Ditech conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for Indenture, in which case Ditech may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement that are included in the aggregate of the Receivables Balances for such Receivables by Trust Estate shall have been paid in full or sold in a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative AgentPermitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to not be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date and shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On (A) The Issuer may, on any date on upon or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove any Servicing Agreement as a Designated Servicing Agreement from the Designated Servicing Agreement Schedule (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of , whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” for purposes of this Agreement from (except that, unless the Designated Servicing Agreement ScheduleIssuer conducts a Permitted Refinancing, (i) all Receivables related to such Removed Advances made by OLS or HLSS, as applicable, as servicer, pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case HLSS, as receivables seller, may not assign to another Person any Receivables arising under that Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall remain subject to the lien of the Indenture unless purchased for the aggregate of the Receivables Balances for such Receivables by a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative Agent, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are have been paid in full or sold pursuant in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement as provided in this Section 2(c), the terms Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole discretion and (2) send prior written notice to each Note Rating Agency for Outstanding Notes then rated. Notwithstanding the foregoing, the Issuer may sell the unreimbursed Receivables with respect to a removed Servicing Agreement to OLS or HLSS, as applicable, as servicer, for a cash purchase price equal to 100% of the IndentureReceivable Balance thereof upon payment of which such Receivables shall not longer be part of the Trust Estate; provided, however, that in no event shall the Issuer sell Receivables to OLS on any date, to the extent that, after such sale, the cumulative amount of Receivables sold and/or contributed to OLS or HLSS, as applicable, pursuant to this sentence would exceed 10% of the aggregate Receivable Balance of the Receivables that have been conveyed to the Depositor on or after Issuer from the Stop Cut-off Date shall not constitute Additional Receivablesthrough the date of sale.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor Servicer may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) all Receivables related to such Removed Servicing Agreement previously transferred to the Issuer Depositor and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for the aggregate of the Receivables Balances for such Receivables by a Person not affiliated with HLSS the Servicer or the Receivables Seller or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative Agent, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to be sold and/or contributed by HLSS to the Depositor (and, prior to the Issuer pursuant MSR Transfer Date, by OLS to the Receivables Pooling Agreement HLSS) until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement from the Designated Servicing Agreement Schedule (each such Servicing Agreement so removed, a “Removed Servicing Agreement”). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if HLSS conducts a Permitted Refinancing, all Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for Indenture, in which case HLSS may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement that are included in the aggregate of the Receivables Balances for such Receivables by Trust Estate shall have been paid in full or sold in a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative AgentPermitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to not be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date and shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement or a Designated Pool from the Designated Servicing Agreement Schedule (each such Servicing Agreement or Designated Pool so removed, a “Removed Servicing Agreement” and a “Removed Pool”, respectively). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Green Tree conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for Indenture, in which case Green Tree may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement or that Pool that are included in the aggregate of the Receivables Balances for such Receivables by Trust Estate shall have been paid in full or sold in a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative AgentPermitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement or Removed Pool arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to not be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date and shall not constitute Additional Receivables.

Removal of Designated Servicing Agreements and Receivables. On any date on or after the satisfaction of all conditions specified in Section 2.1(c) of the Indenture, the Depositor may remove a Designated Servicing Agreement or a Designated Pool from the Designated Servicing Agreement Schedule (each such Servicing Agreement or Designated Pool so removed, a “Removed Servicing Agreement” and a “Removed Pool”, respectively). Upon the removal of a Designated Servicing Agreement from the Designated Servicing Agreement Schedule, (i) except if Nationstar conducts a Permitted Refinancing, all Receivables related to Advances under such Removed Servicing Agreement previously transferred to the Issuer and Granted to the Indenture Trustee for inclusion in the Trust Estate Estate, shall remain subject to the lien of the Indenture unless purchased for Indenture, in which case Nationstar may not assign to another Person any Receivables arising under that Removed Servicing Agreement until all Receivables that arose under that Removed Servicing Agreement or that Pool that are included in the aggregate of the Receivables Balances for such Receivables by Trust Estate shall have been paid in full or sold in a Person not affiliated with HLSS or by a Person that is a bankruptcy remote special purpose entity, as evidenced by an opinion of counsel acceptable to the Administrative AgentPermitted Refinancing, and (ii) all Receivables related to such Removed Servicing Agreement or Removed Pool arising on or after the date that the related Servicing Agreement was removed from the Designated Servicing Agreement Schedule (the “Stop Date”) shall continue to not be sold and/or contributed by the Depositor to the Issuer pursuant to the Receivables Pooling Agreement until all Receivables related to such Removed Servicing Agreement included in the Trust Estate are paid in full or sold pursuant to the terms of the Indenture; provided, however, that such Receivables sold and/or contributed to the Depositor on or after the Stop Date and shall not constitute Additional Receivables.