Common use of Transaction Overview Clause in Contracts

Transaction Overview. From time to time, Nationstar Servicer (i) purchases delinquent, defaulted, modified and to be modified Mortgage Loans from Agency Securities guaranteed by ▇▇▇▇▇▇ ▇▇▇ and/or (ii) originates or acquires New Origination Mortgage Loans. Nationstar Servicer previously issued a Participation Interests to Seller representing 100% of the beneficial interest in certain of such Mortgage Loans which Participation Interests (and the Underlying Mortgage Loans) shall be subject to Transactions hereunder. From time to time, upon foreclosure or other conversion of an Underlying Mortgage Loan, Nationstar Servicer shall contribute, transfer, or otherwise convey to the REO Subsidiary its economic, beneficial, and equitable ownership interests in the resulting REO Property, which for the avoidance of doubt shall not be a conveyance of bare legal title, which shall remain with Nationstar Servicer, as nominee. From time to time, to the extent that an Underlying Mortgage Loan that is an Early Buyout Mortgage Loan becomes an REO Property, Nationstar Servicer shall contribute to the REO Subsidiary its economic, beneficial, and equitable ownership interests in such REO Property, which, for the avoidance of doubt shall not be a conveyance of bare legal title, which shall remain with Nationstar Servicer, as nominee. On the initial Purchase Date, Seller pledged the Eligible REO Subsidiary Interests with respect to the REO Subsidiary in connection with the initial Transaction. On or prior to the A&R Effective Date, the Nationstar Servicer will terminate the Participation Agreement and related Participation Interests and will transfer the Underlying Mortgage Loans to the Asset Subsidiary, and Buyer will return the existing Participation Certificates to Nationstar Servicer. For the avoidance of doubt, all Transactions existing as of the A&R Effective Date shall continue to be Transactions hereunder in accordance with their terms. While this Agreement refers to Asset Subsidiary Interests representing direct beneficial interests in Underlying Mortgage Loans, the parties understand that Underlying Mortgage Loans are owned by the Asset Subsidiary and that the Asset Subsidiary Interests represent the ownership interest in the Underlying Mortgage Loans. Accordingly, to the extent this Agreement refers to a beneficial interest in property owned by a Person (including the Underlying Mortgage Loans owned by an Asset Subsidiary), such references shall be construed as referring to the ownership of such property by such Person. None of the Underlying Mortgage Loans are owned by Seller, and the parties hereto do not intend to imply otherwise herein. If, despite the intent of the parties to the contrary, a court or other forum of competent jurisdiction were to hold that the transfer of any Underlying Mortgage Loan to an Asset Subsidiary should be recharacterized as other than a sale, or that the separate ownership of any Underlying Mortgage Loans by the Asset Subsidiary should be disregarded, and that therefore Seller should be deemed to hold an interest in such Underlying Assets, then under this Agreement Seller shall have sold (or pursuant to Section 9 hereof, pledged) its interest in such Underlying Mortgage Loan to Buyer. To the extent that an Underlying Mortgage Loan becomes an REO Property, such REO Property shall be transferred to Nationstar Servicer which will convey such REO Property to REO Subsidiary, provided that the bare legal title for such property remains with Nationstar Servicer, and the corresponding increase in the Asset Value of the pledged REO Subsidiary Interests shall be intended to support the outstanding Purchase Price paid for the related Mortgage Loan following the Conversion Date. This Agreement refers to REO Subsidiary Interests representing direct beneficial interest in Underlying REO Property. The parties understand that Underlying REO Property is owned by the REO Subsidiary and that the REO Subsidiary Interest represents the ownership interest in the Underlying REO Property, provided that the bare legal title for such property remains with Nationstar Servicer. Accordingly, to the extent that this Agreement refers to beneficial interests in Underlying REO Property owned by REO Subsidiary or any other property owned by a separate legal entity, such references shall be construed as referring to such Underlying REO Property owned by REO Subsidiary or other such property owned by such separate legal entity. In order to further secure the Obligations hereunder, (a) Nationstar Servicer shall pledge its interest, if any, in the Purchased Assets, Underlying Assets and the Repurchase Assets, (b) the REO Subsidiary shall pledge its interest, if any, in the Purchased Assets, Underlying REO Properties and the Repurchase Assets, and (c) the Asset Subsidiary shall pledge its interest in the Purchased Assets, Underlying Assets and the Repurchase Assets, in each case, to Buyer. As additional credit enhancement in connection with the Transactions hereunder and as a condition precedent Buyer entering into further Transactions hereunder, Nationstar Servicer shall deliver the Guaranty to Buyer.

Transaction Overview. From Guarantor will from time to time, Nationstar Servicer time (i) purchases originate Mortgage Loans and (ii) purchase delinquent, defaulted, modified and to be modified Mortgage Loans from Agency Securities guaranteed by ▇▇▇▇▇▇ ▇▇▇ and/or (ii) originates or acquires New Origination Mortgage LoansSecurities. Nationstar Servicer Guarantor previously issued a Participation Interests Interest to Seller representing 100% of the a beneficial interest in certain of such Mortgage Loans which Participation Interests (and the Underlying Mortgage Loans) shall be are subject to Transactions hereunder. From time to time, upon foreclosure or other conversion of an Underlying Mortgage Loan, Nationstar Servicer shall contribute, transfer, or otherwise convey to the REO Subsidiary its economic, beneficial, and equitable ownership interests in the resulting REO Property, which for the avoidance of doubt shall not be a conveyance of bare legal title, which shall remain with Nationstar Servicer, as nominee. From time to time, to the extent that an Underlying Mortgage Loan that is an Early Buyout Mortgage Loan becomes an REO Property, Nationstar Servicer shall contribute to the REO Subsidiary its economic, beneficial, and equitable ownership interests in such REO Property, which, for the avoidance of doubt shall not be a conveyance of bare legal title, which shall remain with Nationstar Servicer, as nominee. On the initial Purchase Date, Seller pledged the Eligible REO Subsidiary Interests with respect to the REO Subsidiary in connection with the initial Transaction. On or prior to the A&R Effective Date, the Nationstar Servicer will terminate the Participation Agreement and related Participation Interests and will transfer the Underlying Mortgage Loans to the Asset Subsidiary, and Buyer will return the existing Participation Certificates to Nationstar Servicer. For the avoidance of doubt, all Transactions existing as of the A&R Effective Date shall continue to be Transactions hereunder in accordance with their terms. While this Agreement refers to Asset Subsidiary Interests representing direct beneficial interests in Underlying Mortgage Loans, the parties understand that Underlying Mortgage Loans are owned by the Asset Subsidiary and that the Asset Subsidiary Interests represent the ownership interest in the Underlying Mortgage Loans. Accordingly, to the extent this Agreement refers to a beneficial interest in property owned by a Person (including the Underlying Mortgage Loans owned by an Asset Subsidiary), such references shall be construed as referring to the ownership of such property by such Person. None of the Underlying Mortgage Loans are owned by Seller, and the parties hereto do not intend to imply otherwise herein. If, despite the intent of the parties to the contrary, a court or other forum of competent jurisdiction were to hold that the transfer of any Underlying Mortgage Loan to an Asset Subsidiary should be recharacterized as other than a sale, or that the separate ownership of any Underlying Mortgage Loans by the Asset Subsidiary should be disregarded, and that therefore Seller should be deemed to hold an interest in such Underlying Assets, then under this Agreement Seller shall have sold (or pursuant to Section 9 hereof, pledged) its interest in such Underlying Mortgage Loan to Buyer. To the extent that an Underlying Mortgage Loan becomes an REO Property, such REO Property (other than the bare legal title) shall be transferred to Nationstar Servicer which will convey such REO Property to REO Subsidiary, provided that the bare legal title for such property remains with Nationstar Servicer, and the corresponding increase in the Asset Value of the pledged REO Subsidiary Interests shall be intended to support the outstanding Purchase Price paid for the related Mortgage Loan following the Conversion Date. This Agreement refers to REO Subsidiary Interests representing direct beneficial interest interests in Underlying REO Property. The parties understand that Underlying REO Property is owned by the REO Subsidiary and that the REO Subsidiary Interest represents the ownership interest in the Underlying REO Property, provided that the bare legal title for such property remains with Nationstar Servicer. Accordingly, to the extent that this Agreement refers to beneficial interests in Underlying REO Property owned by REO Subsidiary or any other property owned by a separate legal entity, such references shall be construed as referring to such Underlying REO Property owned by REO Subsidiary or other such property owned by such separate legal entity. In order Notwithstanding anything herein to further secure the Obligations hereundercontrary, the parties expressly agree that unless there has occurred and is continuing an Event of Default, (ai) Nationstar Servicer shall pledge its interestonce a Transaction is entered into, if any, in the Seller is not required to repurchase the Purchased Assets, Assets related thereto until the earlier of the Repurchase/Release Date or the Termination Date (regardless of whether the Underlying Assets and the Repurchase Assets, (b) the REO Subsidiary shall pledge its interest, if any, in the Purchased Assets, Mortgage Loan converts to Underlying REO Properties and the Repurchase AssetsProperty), and (cii) in the event that a Purchased Asset, Underlying Asset or Pledged Asset becomes a Defective Asset, such change shall only impact the Asset Subsidiary Value attributed to the applicable Purchased Asset, Underlying Asset or Pledged Asset (which could result in a Margin Call, but shall pledge its interest not, by itself, result in an accelerated Repurchase/Release Date for the Purchased AssetsAsset, Underlying Assets and the Repurchase Assets, in each case, to Buyer. As additional credit enhancement in connection with the Transactions hereunder and as a condition precedent Buyer entering into further Transactions hereunder, Nationstar Servicer shall deliver the Guaranty to BuyerAsset or Pledged Asset).