Common use of Transferred Assets Clause in Contracts

Transferred Assets. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted Liens, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for 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 Seller’s and its direct and indirect Subsidiaries’ right, title and interest 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, packaging, labels, work in process and component inventories (x) physically located at the 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 “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d).

Transferred Assets. At (i) From the ClosingOriginal Closing Date to the Amended and Restated Closing Date, upon the terms and subject to the conditions set forth in this 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 reliance 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 representations Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and warranties made (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 Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 following Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (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 Additional Receivables (collectively, the “Transferred Assets”): (a) ). Until the production assets (i) physically located at Receivables Sale Termination Date, the Transferred Real Property or (ii) listed Depositor shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Issuer, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Issuer and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At (i) From the ClosingClosing Date to the Effective Date, upon the terms and subject to the conditions set forth in this 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 reliance 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 representations Designated Servicing Agreement Schedule as of the date such Receivable was created (the “Initial Receivables”), and warranties made (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 Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 following 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 (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 and Additional Receivables and (3) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”): (a) ). Receivables for Deferred Servicing Fees that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Transferred Real Property or (ii) listed Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Issuer, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Issuer and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At (a) The Seller Parties have good and valid title to, or have other legal rights to possess and use, all of the ClosingTransferred Assets, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all LiensEncumbrances (including Encumbrances resulting from any indebtedness of any Seller Party), except for other than Permitted LiensExceptions. This Agreement, the Ancillary Agreements and the Purchaser shall purchase from instruments and documents to be delivered by the Seller free Parties to the Buyer Parties at or following the Closing shall be adequate and clear sufficient to transfer to Buyer or one of all Liens, except for Permitted Liens, in exchange for payment of its Affiliates the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3, all of the Seller’s and its direct and indirect SubsidiariesSeller Parties’ entire right, title and interest in and to the following (the “Transferred Assets”): , subject to Section 2.5, free and clear of all Encumbrances (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”including Encumbrances resulting from any indebtedness of any Seller Party);, other than Permitted Exceptions. (b) The transfer to the raw material, packaging, labels, work in process and component inventories (x) physically located at Buyer Parties of the Transferred Real Property Assets pursuant to this Agreement, together with Buyer’s rights under this Agreement and the Ancillary Agreements, comprise assets (tangible and intangible) and rights sufficient to operate the Business as currently conducted and for the continued conduct of the Business immediately after the Closing Date or (y) for use in accordance with substantially the Long Term Powder Supply Agreement and same manner in transit pursuant to any firm purchase order placed all material respects as such operations are being conducted by the Seller prior Parties immediately preceding the date of this Agreement, except that (i) the Seller Parties will not be assigning to the Closing DateBuyer Parties any agreements with customers, including those inventories manufacturers, distributors, vendors, contractors or suppliers, licensors or equipment lessors of the Business listed on Schedule 2.1(b3.4(b)(i) of the Disclosure Schedules, and the Buyer Parties will have to secure its own agreements with such parties; (ii) except for the “Closing Inventory”)Leased Real Property and any access to facilities provided in the Transition Services Agreement, provided thatthe Seller Parties are not transferring any real property currently used by the Business and the Buyer Parties will have to secure their own real property, Closing Inventory (iii) except as otherwise set forth in the Transition Services Agreement, the Business will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for no longer have the benefit of any customers of the Seller Group’s (A) shared Workers that perform product test engineering, package design, product engineering and supply chain management, central engineering, sales operations, finance, human resources, IT, legal services or legal personnel, except to the “Consignment Inventory”)extent included as a Business Employee or (B) insurance policies, notwithstanding and (iv) the inclusion Seller Parties will not provide any access to any employee benefit plans of the Seller Group to any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory Business Employee after the Closing Date. Except as set forth on Schedule 2.1(b); 3.4(b)(ii) of the Disclosure Schedules, (ci) the contracts listed on Schedule 2.1(c)Transferred Intellectual Property, including together with Buyer’s rights under the Ancillary Agreements, are sufficient for Buyer and its Affiliates to, immediately after the Closing, conduct the Business in substantially the same manner in all material respects as conducted by the Seller Parties immediately preceding the date of this Agreement, and (ii) the Transferred Lease (Technology, together with Buyer’s rights under the “Transferred Contracts”); and (d) Ancillary Agreements, are sufficient for Buyer and its Affiliates to, immediately after the assets listed on Schedule 2.1(d)Closing, conduct the Business in substantially the same manner in all material respects as conducted by the Seller Parties immediately preceding the date of this Agreement.

Transferred Assets. At Commencing on the ClosingClosing Date, upon and until the terms and close of business on the Receivables Sale Termination Date, subject to the conditions set forth in provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and in reliance on the representations and warranties made conveys to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor acquires from the Seller free and clear of all Liens, Nationstar without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the Seller’s and its direct and indirect Subsidiaries’ Nationstar's right, title and interest interest, whether now owned or hereafter acquired, in, to and under (i) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the following Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”): (a) ). Receivables for Deferred Servicing Fees that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Transferred Real Property or (ii) listed Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Depositor, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Depositor and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At (i) From the Closing, upon the terms and subject Closing Date to the conditions set forth in this AgreementEffective Date, OLS sold and/or contributed, assigned, transferred, and in reliance on the representations and warranties made conveyed to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor acquired from OLS, without recourse except as provided under the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Original Receivables Sale Agreement, all of the SellerOLS’s and its direct and indirect Subsidiaries’ right, title and interest 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 after the Closing Date and prior to the following 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 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 Effective Date and until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, 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 HLSS to enforce such OLS Additional Receivables (collectively, the “OLS 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, 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 the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”): (a) ). Until the production assets (i) physically located at Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Transferred Real Property or (ii) listed Depositor, on Schedule 2.1(a)(i) or 2.1(a)(ii) (each Business Day, each Additional Receivable not previously transferred to the “Closing Production Assets”); (b) Depositor and the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At (i) From the ClosingClosing Date to the Effective Date, upon the terms and subject to the conditions set forth in this 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 reliance 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 representations Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and warranties made (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 Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 following Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (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 Additional Receivables (collectively, the “Transferred Assets”): (a) ). Until the production assets (i) physically located at Receivables Sale Termination Date, the Transferred Real Property or (ii) listed Depositor shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Issuer, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Issuer and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At (i) From the Closing, upon the terms and subject Closing Date to the conditions set forth in this AgreementEffective Date, Nationstar sold and/or contributed, assigned, transferred, and in reliance on the representations and warranties made conveyed to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor acquired from Nationstar, without recourse except as provided under the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Original Receivables Sale Agreement, all of the SellerNationstar’s and its direct and indirect Subsidiaries’ right, title and interest 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 after the Closing Date and prior to the following 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 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 Advance 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 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 the UCC) (including the Nationstar Transferred Assets), together with all rights of Advance Purchaser to enforce such Additional Receivables (including the Nationstar Transferred Assets) (collectively, the “Transferred Assets”): (a) ). Nationstar and Advance Purchaser hereby affirm that Deferred Servicing Fee Receivables that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred under the Transferred Real Property Purchase Agreement or (ii) listed hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Advance Purchaser shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Depositor, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Depositor and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At Commencing on the ClosingClosing Date, upon and until the terms and close of business on the Receivables Sale Termination Date, subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 following 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”): (a) ). Receivables for Deferred Servicing Fees that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Transferred Real Property or (ii) listed Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Issuer, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Issuer and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At Commencing on the ClosingClosing Date, upon and until the terms and close of business on the Receivables Sale Termination Date, subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the Seller’s and its direct and indirect Subsidiaries’ Depositor's right, title and interest 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 following 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”): (a) ). Receivables for Deferred Servicing Fees that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Transferred Real Property or (ii) listed Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Issuer, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Issuer and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At Commencing on the ClosingClosing Date, upon and until the terms and close of business on the Receivables Sale Termination Date, subject to the conditions set forth in provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and in reliance on the representations and warranties made conveys to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor acquires from the Seller free and clear of all Liens, Nationstar without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerNationstar’s and its direct and indirect Subsidiaries’ right, title and interest interest, whether now owned or hereafter acquired, in, to and under (i) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the following Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”): (a) ). Receivables for Deferred Servicing Fees that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Transferred Real Property or (ii) listed Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Depositor, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Depositor and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At Commencing on the Closinginitial Funding Date, upon and until the terms and close of business on the Receivables Sale Termination Date, subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 initial Funding Date and prior to the following Receivables Sale Termination Date (including the HLSS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule (the “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) (including the HLSS Transferred Assets), together with all rights of Depositor to enforce such Additional Receivables (including the HLSS Transferred Assets) (collectively, the “Transferred Assets”): (a) ). Receivables for Deferred Servicing Fees that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Transferred Real Property or (ii) listed Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Issuer, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Issuer and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At On the Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreementdate hereof, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) Depositor will sell, conveycontribute, assign and otherwise transfer convey to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall Issuer will purchase and acquire from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Depositor without recourse, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 is subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the following 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” (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 to enforce such Initial Receivables and Additional Receivables (collectively, “the “Transferred Assets”): ). 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 (aother than any Excepted Receivable) not previously transferred to the production assets (i) physically located at Issuer and 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, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At the Closing, upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, Agreement and in reliance on consideration of the representations and warranties made to obligations of the Purchaser in this AgreementBuyer herein, at the Closing, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, conveyassign, assign transfer, grant, bargain, deliver and otherwise transfer convey to the Purchaser Buyer, free and clear of all Liens, except for Permitted Liens, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for 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 Seller’s and its direct and indirect Subsidiaries’ 's entire right, title and interest in and to the following machinery and equipment listed in Section 1.1 of the Disclosure Schedule (the “"Transferred Assets”): (a) "). Nothing herein shall be deemed to be a sale or conveyance, or an agreement to sell or convey, any assets of the production assets (i) physically located at Seller except for 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, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property . The Seller also shall assign all orders from customers relating to oilfield couplings as of the Closing Date or that are not yet in production as of the Closing Date (ythe "Orders") for use in accordance with to an Affiliate of the Long Term Powder Supply Agreement and in transit Buyer pursuant to any firm purchase order placed Section 5.3 hereof. The Seller agrees that all orders from customers relating to oilfield couplings as of the Closing Date that are in production as of the 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 20-day period shall be deemed to be "Orders" and shall be transferred pursuant to the Inventory Agreement. (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, the Transferred Assets shall be held by the Seller in trust for the Buyer and shall be performed by the Buyer in the name of the Seller and all benefits and 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 cost of and for the account of the Buyer, any and all rights of the Seller against such third party. (c) On or prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit Seller shall notify each Person which may have possession of any customers of the Seller (Transferred Assets at the “Consignment Inventory”)Closing Date, notwithstanding whether by consignment or otherwise, of the inclusion transfer of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) Transferred Assets to the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Buyer.

Transferred Assets. At (i) From the Closing, upon the terms and subject Original Closing Date to the conditions set forth in this AgreementSecond Amended and Restated Closing Date, OLS sold and/or contributed, assigned, transferred, and in reliance on the representations and warranties made conveyed to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor acquired from OLS, without recourse except as provided under the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Original Receivables Sale Agreement, all of the SellerOLS’s and its direct and indirect Subsidiaries’ right, title and interest 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 after the Original Closing Date and prior to the following Second 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 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 until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, 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 HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Second Amended and 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 the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”): (a) ). Until the production assets (i) physically located at Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Transferred Real Property or (ii) listed Depositor, on Schedule 2.1(a)(i) or 2.1(a)(ii) (each Business Day, each Additional Receivable not previously transferred to the “Closing Production Assets”); (b) Depositor and the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At On the Closingdate hereof, upon the terms and subject to the conditions set forth in this AgreementDitech, and in reliance on the representations and warranties made to the Purchaser in this Agreementas receivables seller, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) will sell, conveycontribute, assign and otherwise transfer convey to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall Depositor will purchase and acquire from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Ditech without recourse, all of the SellerDitech’s and its direct and indirect Subsidiaries’ right, title and interest 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 is subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the following 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” (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 Ditech to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”): ). Until the Receivables Sale Termination Date, Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable (aother than any Excepted Receivable) not previously transferred to the production assets (i) physically located at Depositor and 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, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted Liens, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for 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 Seller’s and its direct and indirect Subsidiaries’ right, title and interest in and to the following (the “Transferred Assets”): (a) the production assets (i) physically located at From 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, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as of the Original 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 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 ▇▇▇▇▇▇▇ 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 2.1(b) as of the date such Receivable is created (the “Closing InventoryInitial Receivables”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, and (2) all monies due or consignment inventory held for to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the benefit of any customers of the Seller Uniform Commercial Code in effect in all applicable jurisdictions (the “Consignment InventoryUCC”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease together with all rights of Nationstar to enforce such Initial Receivables (collectively, the “Original Transferred ContractsAssets”); and (dii) Commencing on the assets Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor acquires from Nationstar without recourse except as provided herein, all of the Nationstar’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) 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 2.1(das 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 the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, Nationstar shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. At Commencing on the ClosingClosing Date until the date hereof, upon the terms and subject pursuant to the conditions set forth in this Original Receivables Sale Agreement, Ditech, as receivables seller, sold, contributed, assigned and in reliance on the representations and warranties made conveyed to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor purchased and acquired from Ditech without recourse except as provided in the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Original Receivables Sale Agreement, all of the SellerDitech’s and its direct and indirect Subsidiaries’ right, title and interest interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in and existence on the Closing Date with respect to the following any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” (the “Transferred AssetsInitial Receivables”): ), (a2) the production assets each Receivable (i) physically located at in existence on any Business Day after the Transferred Real Property or (ii) 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 2.1(a)(i) or 2.1(a)(ii) (the “Closing Production Assets”); (b) the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as of the Closing Date or (yii) for use in accordance with existence on, or on any date after, the Long Term Powder Supply Agreement and in transit pursuant to any firm purchase order placed by the Seller prior to related Designation Date of a Pool that becomes a Designated Pool after the Closing Date, including those inventories listed on Schedule 2.1(b) Date (the “Closing InventoryAdditional Receivables”), provided thatand (3) in the case of both Initial Receivables and Additional Receivables, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, all monies due or consignment inventory held for to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the benefit of any customers of the Seller Uniform Commercial Code in effect in all applicable jurisdictions (the “Consignment InventoryUCC”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), together with all rights of Ditech to enforce such Initial Receivables and Additional Receivables (collectively, the “Original Transferred Assets”). Commencing on the date hereof, and until the close of business on the Receivables 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 UCC, together with all rights of Ditech to enforce such Additional Receivables (collectively, together with the Original Transferred Lease (Assets, the “Transferred ContractsAssets”); and . Until the Receivables Sale Termination Date, Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable (dother than any Excepted Receivable) not previously transferred to the assets listed on Schedule 2.1(d)Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. At (a) The Transferred Assets are legally and beneficially owned by Westport Inc and the ClosingHPDI Sellers, upon free from any Liens (other than those set out in Disclosure Schedule 4.24(a)). The Transferred Assets, together with the terms assets and subject services provided to the conditions set forth in this Agreement, JV Group pursuant to the TSA and in reliance any software or hardware obtained by Westport or another HPDI Seller on the representations JV Group’s behalf following the date hereof and warranties made prior to the Purchaser Investment Closing Date or after the Investment Closing Date as reflected in this Agreement, Schedule 2.3(b) of the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign Asset PA and otherwise transfer any licenses provided to the Purchaser free and clear of all LiensJV Group pursuant to the Asset PA, except for Permitted Liens, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3, represent all of the Seller’s assets and its direct and indirect Subsidiaries’ rightIntellectual Property which have been developed for, title and interest in and are required for, or are used in, the HPDI Business. Except for those assets or services provided to the JV Group pursuant to the TSA and any software or hardware obtained on the JV Group’s behalf following (the “date hereof and prior to the Investment Closing Date and any licenses provided by Westport Inc or a HPDI Seller to the JV Group pursuant to the Asset PA, the Transferred Assets”): (a) , taken as a whole, constitute all of the production rights, properties and assets (i) physically located at to enable the Transferred Real Property or (ii) listed on Schedule 2.1(a)(i) or 2.1(a)(ii) (JV Group to independently operate the “HPDI Business from Investment Closing Production Assets”);in the same manner in which it is currently conducted. (b) Following the raw materialconsummation of the Transferred Assets Closing: (i) the Limited Partnership shall have ownership of, packagingor an appropriate license to utilize, labelsany and all assets and Intellectual Property which relate in part to the HPDI Business and in part to any retained business of Westport Inc, work with the exception of any excluded Owned or Licensed Software as indicated in process Part 3 of Disclosure Schedule 4.19(c); and component inventories (xii) physically located a JV Group member shall have obtained new licenses in replacement for the excluded Owned or Licensed Software as indicated in Schedule 2.3(b) of the Asset PA or otherwise provided pursuant to the Asset PA covering the use of such Owned or Licensed Software by any member of the JV Group that requires to use such license. (c) Except as otherwise agreed to in writing by Volvo Sweden, as at the Investment Closing the Transferred Real Property as of Assets will have been transferred to the Closing Date or (y) for use applicable JV Group entity in accordance with the Long Term Powder Supply Agreement steps, terms 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 “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers conditions of the Seller (Asset PA, the “Consignment Inventory”), notwithstanding Carve Out Plan and the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)IT Transition Plan.

Transferred Assets. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, each Seller hereby agrees to and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) does sell, conveytransfer, assign assign, convey and otherwise transfer deliver to the Purchaser free and clear of all Liens, except for Permitted LiensBuyer, and the Purchaser shall purchase Buyer hereby agrees to and does receive and assume from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3such Seller, all of the such Seller’s and its direct and indirect Subsidiaries’ right, title and interest in in, to and to under the following (the “Transferred Assets”):following, wherever located: (a) each Transferred Contract including, to the production assets (i) physically located at extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Transferred Real Property relevant Seller under the Transaction Documents against any Person, whether known or (ii) listed unknown, arising under or in connection with the Transaction Documents or in any way based on Schedule 2.1(a)(i) or 2.1(a)(ii) (related to any of the “Closing Production Assets”)foregoing; (b) the raw material, packaging, labels, work in process and component inventories (x) physically located at the Contract Files relating to such 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 “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b)Contracts; (c) prepaid interest and finance charges paid in advance by Obligors in respect of the contracts listed on Schedule 2.1(c), Transferred Assets pro-rated for the period from and including the Transferred Lease (the “Transferred Contracts”)Closing Date; and (d) all other properties, assets and rights owned by such Seller as of the Closing Date, or in which such Seller has an interest with respect to each of the assets listed 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 designated on the Schedule 2.1(dof Transferred Assets) are referred to as 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”), but shall include such Seller’s right to receive any accrued and unpaid interest and finance charges from and including the Closing Date.

Transferred Assets. At Commencing on the ClosingClosing Date until the date hereof, upon the terms and subject pursuant to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Original Receivables Pooling Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor sold, conveycontributed, assign assigned and otherwise transfer conveyed to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer purchased and acquired from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, as provided in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Original Receivables Pooling Agreement, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in and existence on the Closing Date with respect to the following any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” (the “Transferred AssetsInitial Receivables”): ), (a2) the production assets each Receivable (i) physically located at in existence on any Business Day after the Transferred Real Property or (ii) 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 2.1(a)(i) or 2.1(a)(ii) (the “Closing Production Assets”); (b) the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as of the Closing Date or (yii) for use in accordance with existence on, or on any date after, the Long Term Powder Supply Agreement and in transit pursuant to any firm purchase order placed by the Seller prior to related Designation Date of a Pool that becomes a Designated Pool after the Closing Date, including those inventories listed on Schedule 2.1(b) Date (the “Closing InventoryAdditional Receivables”), provided that(3) in the case of both Initial Receivables and Additional Receivables, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, all monies due or consignment inventory held for to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the benefit of any customers of the Seller Uniform Commercial Code in effect in all applicable jurisdictions (the “Consignment InventoryUCC”)), notwithstanding together with all rights of the inclusion of any Depositor to enforce such Obsolete InventoryInitial Receivables and Additional Receivables (collectively, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); the “Original Transferred Assets”) and (c4) the contracts listed Original Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables. Commencing on Schedule 2.1(cthe 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), including together with all rights of the Depositor to enforce such Additional Receivables (collectively, together with the Original Transferred Lease (Assets, the “Transferred ContractsAssets”); and . 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 (dother than any Excepted Receivable) not previously transferred to the assets listed on Schedule 2.1(d)Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. At On the Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreementdate hereof, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) Depositor will sell, conveycontribute, assign and otherwise transfer convey to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall Issuer will purchase and acquire from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Depositor without recourse, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the following Receivables Sale Termination Date that arises under any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (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 to enforce such Initial Receivables and Additional Receivables (collectively, “the “Transferred Assets”): ). 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 (aother than any Excepted Receivable) not previously transferred to the production assets (i) physically located at Issuer and 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, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At (i) In accordance with the Closing, upon the terms and subject to the conditions set forth in this Purchase Agreement, and in reliance commencing on the representations initial Funding Date, and warranties made to until the Purchaser in this opening of business on the MSR Transfer Date for each Designated Servicing Agreement, the Seller OLS shall (or shall cause one of its direct or indirect Subsidiaries to) sell, conveyassign, assign transfer and otherwise transfer convey to the Purchaser free and clear of all LiensHLSS, except for Permitted Liens, and the Purchaser shall a cash purchase from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment price equal to 100% of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3, Receivable Balance thereof all of the SellerOLS’s and its direct and indirect Subsidiaries’ right, title and interest in interest, whether now owned or hereafter acquired in, to and under, (1) each Advance Receivable (other than any Advance Receivable conveyed to the following Issuer pursuant to an Assignment and Recognition Agreement in existence on the 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 (“OLS Additional Receivables” and together with the OLS Initial Receivables, the “OLS Receivables”), and (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 OLS and HLSS to enforce such OLS Receivables (collectively, the “OLS Transferred Assets”). (ii) Commencing on the initial Funding Date, and 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 the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (including the OLS Transferred Assets) (collectively, the “Transferred Assets”): (a) ). OLS and HLSS hereby affirm that Deferred Servicing Fee Receivables that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred under the Transferred Real Property Purchase Agreement or (ii) listed hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, HLSS shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Depositor, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Depositor and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At On the Closingdate hereof, upon the terms and subject to the conditions set forth in this AgreementDitech, and in reliance on the representations and warranties made to the Purchaser in this Agreementas receivables seller, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) will sell, conveycontribute, assign and otherwise transfer convey to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall Depositor will purchase and acquire from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Ditech without recourse, all of the SellerDitech’s and its direct and indirect Subsidiaries’ right, title and interest interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the following Receivables Sale Termination Date that arises pursuant to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (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 Ditech to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”): ). Until the Receivables Sale Termination Date, Ditech shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable (aother than any Excepted Receivable) not previously transferred to the production assets (i) physically located at Depositor and 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, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At (i) From the Closing, upon the terms and subject Closing Date to the conditions set forth in this AgreementEffective Date, OLS sold and/or contributed, assigned, transferred, and in reliance on the representations and warranties made conveyed to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor acquired from OLS, without recourse except as provided under the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Original Receivables Sale Agreement, all of the SellerOLS’s and its direct and indirect Subsidiaries’ right, title and interest 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 after the Closing Date and prior to the following 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 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, in existence on any Business Day on or after the Effective Date and until the opening of business on the MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS 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 HLSS to enforce such OLS Additional Receivables (collectively, the “OLS 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, 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 the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”): (a) ). Until the production assets (i) physically located at Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Transferred Real Property or (ii) listed Depositor, on Schedule 2.1(a)(i) or 2.1(a)(ii) (each Business Day, each Additional Receivable not previously transferred to the “Closing Production Assets”); (b) Depositor and the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At the Closing, upon Upon the terms and subject to the conditions set forth of this Article VI, in consideration of the agreements under this Agreement, including the waiver of certain non-solicit and in reliance on non-compete provisions by the representations Service Providers, REIT TRS shall purchase and warranties made to assume from the Purchaser in this AgreementService Providers, and the Seller Service Providers shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, transfer, assign and otherwise transfer deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to REIT TRS (or its designee) at the Purchaser free and clear of all Liens, except for Permitted Liens, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Self-Management Closing, all of the Seller’s and its direct and indirect Subsidiaries’ their right, title and interest in, to and under the assets (which shall be conveyed on an “as is, where is” basis) and Contracts expressly set forth under the headings “Assets and Contracts of Advisor” and “Assets and Contracts of Property Manager” in a schedule of assets and Contracts delivered by Services Holdings at least ten (10) Business Days prior to the following Self-Management Closing Date (such schedule, the “Transferred Assets Schedule” and such assets and Contracts, the “Transferred Assets”):). 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: (aA) each Contract set forth in Annex B (or successor or replacement thereof) that (1) remains in existence on the production assets Self-Management Closing Date and (i2) physically located 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 ▇▇▇▇ of Sale for Transferred Real Property or (ii) listed on Schedule 2.1(a)(i) or 2.1(a)(ii) (the “Closing Production Assets”); (bB) any other Contracts to which the raw material, packaging, labels, work in process and component inventories (x) physically located at the 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 “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”)parties mutually agree; and (dC) the tangible assets listed on Schedule 2.1(dof 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 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 any Contract and will not be 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 for no consideration. Services Holdings shall use commercially reasonable efforts to convey to REIT TRS physical possession of such tangible assets (if not already in the possession of MF REIT and its Affiliates).

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

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

Transferred Assets. At (i) From the ClosingClosing Date to the Effective Date, upon the terms and subject to the conditions set forth in this 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 reliance 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 representations Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and warranties made (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 Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 following Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (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 Additional Receivables (collectively, the “Transferred Assets”):). 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. (aiii) The Depositor and the production assets (i) physically located at Issuer hereby agree that no further transfers will be made pursuant to the Transferred Real Property or (ii) listed on Schedule 2.1(a)(i) or 2.1(a)(ii) Amended and Restated Assignment of Receivables, dated as of March 2, 2012 (the “Closing Production AssetsMarch 2, 2012 Assignment”); (b) the raw material, packaging, labels, work in process and component inventories (x) physically located at the 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 “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d).

Transferred Assets. At Commencing on the ClosingClosing Date, upon and until the terms and close of business on the Receivables Sale Termination Date, subject to the conditions set forth in provisions of this Agreement, PMC, as receivables seller, hereby sells and/or contributes, assigns, transfers and in reliance on the representations and warranties made conveys to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor acquires from the Seller free and clear of all Liens, PMC without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerPMC’s and its direct and indirect Subsidiaries’ right, title and interest in and interest, whether now owned or hereafter acquired, subject to the following Consent, in, to and under (1) each Receivable in existence on the Closing Date that arose with respect to a Designated Pool relating to the Designated Servicing Contract listed on the Designated 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 relates to any Designated Servicing Contract that is listed as a “Designated Servicing Contract” and the related Pool is listed as a “Designated Pool” on the Designated 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) 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 PMC to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”): (a) ). Until the production assets Receivables Sale Termination Date, PMC shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable. Notwithstanding the foregoing, or any language herein to the contrary, PMC will not be required to sell or otherwise transfer to the Depositor any Receivable arising under the Designated Servicing Contract (i) physically located at that arises after the Transferred Real Property or commencement of the Full Amortization Period and (ii) listed on Schedule 2.1(a)(iin respect of which the Issuer, the Depositor and the Administrative Agent shall have received a written notice from PMC, no later than one (1) or 2.1(a)(iiBusiness 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 “Closing Production Assets”); (b) transfer of any such identified Receivable because the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as value of the Closing Date or (y) for use in accordance with equity of the Long Term Powder Supply Agreement and in transit pursuant to any firm purchase order placed by the Seller Depositor was negative prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit contribution of any customers such Receivable after taking into account all of the Seller following, among other relevant factors, any indemnification payments owing by PMC to the Depositor under this Agreement (giving effect to the “Consignment Inventory”), notwithstanding full value of such indemnification payment obligations as an asset of the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(dDepositor).

Transferred Assets. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, Seller hereby agrees to and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) does sell, conveytransfer, assign assign, convey and otherwise transfer deliver to the Purchaser free and clear of all Liens, except for Permitted LiensBuyer, and the Purchaser shall purchase Buyer hereby agrees to and does receive and assume from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Seller, all of the Seller’s and its direct and indirect Subsidiaries’ right, title and interest in in, to and to under the following (the “Transferred Assets”):following, wherever located: (a) each Transferred Contract including, to the production assets (i) physically located at extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Transferred Real Property relevant Seller under the Transaction Documents against any Person, whether known or (ii) listed unknown, arising under or in connection with the Transaction Documents or in any way based on Schedule 2.1(a)(i) or 2.1(a)(ii) (related to any of the “Closing Production Assets”)foregoing; (b) the raw material, packaging, labels, work in process and component inventories (x) physically located at the Contract Files relating to such 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 “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b)Contracts; (c) prepaid interest and finance charges paid in advance by Obligors in respect of the contracts listed on Schedule 2.1(c), Transferred Assets pro-rated for the period from and including the Transferred Lease (the “Transferred Contracts”)Closing Date; and (d) all other properties, assets and rights owned by Seller as of the Closing Date, or in which Seller has an interest with respect to each of the assets listed 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 designated on the Schedule 2.1(dof Transferred Assets) are referred to as 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”), but shall include Seller’s right to receive any accrued and unpaid interest and finance charges from and including the Closing Date.

Transferred Assets. At (i) Commencing on the ClosingClosing Date, upon and until the terms and subject to opening of business on the conditions set forth in this MSR Transfer Date for each Designated Servicing Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller Nationstar shall (or shall cause one of its direct or indirect Subsidiaries to) sell, conveyassign, assign transfer and otherwise transfer convey to the Purchaser free and clear of all LiensAdvance Purchaser, except for Permitted Liens, and the Purchaser shall a cash purchase from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment price equal to 100% of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3, Receivable Balance thereof all of the SellerNationstar’s and its direct and indirect Subsidiaries’ right, title and interest in interest, whether now owned or hereafter acquired in, to and under, (1) each Advance Receivable (other than any Advance Receivable conveyed to the following Issuer pursuant to an Assignment and Recognition Agreement in existence on the date of such Assignment and Recognition Agreement (the each, an “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 AssetsExisting Advance Receivable”); (b) in existence on the raw material, packaging, labels, work in process and component inventories (x) physically located at Closing Date that arose under the Transferred Real Property Servicing Agreements listed as “Designated Servicing Agreements” on the Designated Servicing Agreement Schedule as of the Closing Date or (y) for use in accordance with as the Long Term Powder Supply Agreement and in transit pursuant to any firm purchase order placed by the Seller result of Nationstar making Advances under such Servicing Agreements prior to the Closing Date, including those inventories listed on Schedule 2.1(b) respective MSR Transfer Dates (the “Closing InventoryNationstar Initial Advance Receivables”), provided that(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 (“Nationstar Additional Advance Receivables” and together with the Nationstar Initial Advance Receivables, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment InventoryNationstar Advance Receivables”), notwithstanding and (3) in the inclusion case of any such Obsolete Inventoryboth Nationstar Initial Advance Receivables and Nationstar Additional Advance Receivables, Slow Moving Inventory, Disqualified Inventory, finished goods all monies due or Consignment Inventory on Schedule 2.1(b); to become due and all amounts received or receivable with respect thereto and all proceeds (c) including “proceeds” as defined in the contracts listed on Schedule 2.1(cUCC), including the Transferred Lease together with all rights of Nationstar and Advance Purchaser to enforce such Nationstar Advance Receivables (collectively, the “Nationstar Advance Receivable Transferred ContractsAssets”); . Nationstar affirms that it has sold, assigned, transferred and conveyed to Advance Purchaser pursuant to the Purchase Agreement (1) each Deferred Servicing Fee 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 (such Deferred Servicing Fee Receivables, other than any Deferred Servicing Fee 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 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 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 (d3) 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 assets listed on Schedule 2.1(dUCC), 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 “Nationstar Deferred Servicing Fee Receivable Transferred Assets” and together with the Nationstar Advance Receivable Transferred Assets, the “Nationstar Transferred Assets”).

Transferred Assets. At the Closing, upon Upon the terms and subject to the conditions set forth in this AgreementAgreement (including the terms of Section 2.2), at the Closing, Seller and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller SYC shall (or and shall cause one or more of its direct or indirect their respective Subsidiaries to) irrevocably sell, transfer, convey, assign and otherwise transfer deliver to the Purchaser Buyer or one or more of its Subsidiaries, and Buyer shall (and, if applicable, shall cause one or more of its Subsidiaries to) irrevocably purchase from Seller, SYC and their respective Subsidiaries, in each case free and clear of all Liens, except for Liens other than Permitted Liens, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for 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 Seller’s and its direct and indirect Subsidiaries’ right, title and interest of Seller, SYC and their respective Subsidiaries as of the Closing 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 following Business, wherever located (each, a “Transferred Asset” and collectively, the “Transferred Assets”):), including the following: (a) the production assets tangible personal property identified on Schedule 2.1(a) which is dated as of October 9, 2009 (ithe “Financial Schedules Date”) physically and the tangible personal property and trade fixtures owned by Seller or SYC and located at the Transferred Real Montreal Subleased Property and Salem Leased Property, as well as the tangible personal property that is primarily used or held for use in, or primarily related to, the Business that has been acquired by Seller, SYC and their respective subsidiaries during the period of time between the Financial Schedules Date and the Closing (ii) listed on Schedule 2.1(a)(i) or 2.1(a)(ii) (collectively, the “Closing Production AssetsTransferred Tangible Property”); (b) all Seller Intellectual Property that (i) would be infringed or misappropriated absent a license by the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as operation of the Closing Date or (y) for use Business in accordance with the Long Term Powder Supply Agreement and in transit pursuant to any firm purchase order placed by the Seller manner conducted prior to the Closing Dateor (ii) was created by any employee of or consultant to the Business, including those inventories listed the Registered Intellectual Property identified on Schedule 2.1(b) (the “Closing Inventory”)collectively, provided that, Closing Inventory will whether or not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory 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 Intellectual Property; (c) the all contracts listed identified on Schedule 2.1(c) (collectively, whether or not identified on Schedule 2.1(c), including the Transferred Lease (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 the Business; and (dh) the other assets listed identified on Schedule 2.1(d2.1(h).

Transferred Assets. At Commencing on the ClosingClosing Date, upon and until the terms and close of business on the Receivables Sale Termination Date, subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in and existence on the Closing Date that arose with respect to a Designated Pool relating to the following Designated Servicing Contract listed on the Designated 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 is subject to any Designated Servicing Contract that is listed as a “Designated Servicing Contract” and the related Pool is listed as a “Designated Pool” on the Designated 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) 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”): (a) ). Until the production assets 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) physically located at that arises after the Transferred Real Property or commencement of the Full Amortization Period and (ii) listed on Schedule 2.1(a)(iin 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) or 2.1(a)(iiBusiness 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 “Closing Production Assets”); (b) Depositor will not receive reasonably equivalent value for the raw material, packaging, labels, work in process and component inventories (x) physically located at transfer of any such identified Receivable because the Transferred Real Property as value of the Closing Date or (y) for use in accordance with equity of the Long Term Powder Supply Agreement and in transit pursuant to any firm purchase order placed by the Seller Issuer was negative prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit contribution of any customers such Receivable after taking into account all of the Seller following, among other relevant factors, any indemnification payments owing by PMC to the Depositor under the Receivables Sale Agreement (giving effect to the “Consignment Inventory”), notwithstanding full value of such indemnification payment obligations as an asset of the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(dDepositor).

Transferred Assets. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted Liens, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for 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 Seller’s and its direct and indirect Subsidiaries’ right, title and interest in and to the following (the “Transferred Assets”): (a) the production assets (i) physically located at From 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, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as of the Original 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 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 ▇▇▇▇▇▇▇ 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 2.1(b) as of the date such Receivable is created (the “Closing InventoryInitial Receivables”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, and (2) all monies due or consignment inventory held for to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the benefit of any customers of the Seller Uniform Commercial Code in effect in all applicable jurisdictions (the “Consignment InventoryUCC”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including together with all rights of the Transferred Lease Depositor to enforce such Initial Receivables (collectively, the “Original Transferred ContractsAssets”); and (dii) 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 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”), (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 and Additional Receivables and (3) the assets listed Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on Schedule 2.1(d)its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

Transferred Assets. At (i) From the Closing, upon the terms and subject Original Closing Date to the conditions set forth in this AgreementAmended and Restated Closing Date, OLS sold and/or contributed, assigned, transferred, and in reliance on the representations and warranties made conveyed to the Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, assign and otherwise transfer to the Purchaser free and clear of all Liens, except for Permitted LiensDepositor, and the Purchaser shall purchase Depositor acquired from OLS, without recourse except as provided under the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Original Receivables Sale Agreement, all of the SellerOLS’s and its direct and indirect Subsidiaries’ right, title and interest 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 after the Original Closing Date and prior to the following 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 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 until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, 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 HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) 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, 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 the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”): (a) ). Until the production assets (i) physically located at Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Transferred Real Property or (ii) listed Depositor, on Schedule 2.1(a)(i) or 2.1(a)(ii) (each Business Day, each Additional Receivable not previously transferred to the “Closing Production Assets”); (b) Depositor and the raw material, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Depositor shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At On the Closing, upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in this Agreementdate hereof, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) Depositor will sell, conveycontribute, assign and otherwise transfer convey to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall Issuer will purchase and acquire from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3Depositor without recourse, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 is subject to any Servicing Agreement that is listed on the Designated Servicing Agreement Schedule as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the following 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” (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 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 (collectively, “the “Transferred Assets”): ). 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 (aother than any Excepted Receivable) not previously transferred to the production assets (i) physically located at Issuer and 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, packaging, labels, work in process and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

Transferred Assets. At Commencing on the ClosingClosing Date, upon and until the terms and close of business on the Receivables Sale Termination Date, subject to the conditions set forth in this Agreement, and in reliance on the representations and warranties made to the Purchaser in provisions of this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sellDepositor hereby sells and/or contributes, conveyassigns, assign transfers and otherwise transfer conveys to the Purchaser free and clear of all Liens, except for Permitted LiensIssuer, and the Purchaser shall purchase Issuer acquires from the Seller free and clear of all Liens, Depositor without recourse except for Permitted Liens, in exchange for payment of the Purchase Price, and the assumption of the Assumed Liabilities in accordance with Section 2.3as provided herein, all of the SellerDepositor’s and its direct and indirect Subsidiaries’ right, title and interest 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 following Receivables Sale Termination Date (including the Advance Purchaser Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule (the “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) (including the Advance Purchaser Transferred Assets), together with all rights of Depositor to enforce such Additional Receivables (including the Advance Purchaser Transferred Assets) (collectively, the “Transferred Assets”): (a) ). Receivables for Deferred Servicing Fees that are ineligible for financing under the production assets (i) physically located at Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Transferred Real Property or (ii) listed Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on Schedule 2.1(a)(i) or 2.1(a)(ii) (its part, sell and/or contribute, assign, transfer and convey to the “Closing Production Assets”); (b) Issuer, on each Business Day, each Additional Receivable not previously transferred to the raw material, packaging, labels, work in process Issuer and component inventories (x) physically located at the Transferred Real Property as Issuer shall purchase each such Additional Receivable together with all of the Closing Date or (y) for use in accordance with the Long Term Powder Supply Agreement and in transit pursuant other Transferred Assets related to any firm purchase order placed by the Seller prior to the Closing Date, including those inventories listed on Schedule 2.1(b) (the “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Receivable.

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

Transferred Assets. At Except as set forth in Section 3.7 of the ClosingSeller Disclosure Schedule: (a) Seller (i) has good and indefeasible title to the Real Property, upon (ii) has a valid and subsisting leasehold estate in and the terms right to quiet enjoyment of the real properties leased by it as lessee above for the full term of the applicable lease and is not in material default in relation thereto, and (iii) has good and marketable title to each Transferred Asset other than Real Property; in each case free and clear of any Liens and subject only to Permitted Liens. To the Knowledge of Seller, Schedule 1.1(a) sets forth accurate legal descriptions of the Land. (b) Neither the whole nor any portion of the Real Property material to the conditions set forth conduct of the Business is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment or compensation therefor, nor, to the Knowledge of Seller, has any such condemnation, expropriation or taking been proposed. (c) To the Knowledge of Seller, Seller has obtained all appropriate easements, licenses and rights-of-way required to use the Real Property in the manner in which the Real Property is currently being used and which are required for the ownership, operation and maintenance of the Paulsboro Refinery, the Savannah Refinery and the Wilmington Assets. (d) Seller owns beneficially and of record, good and marketable title to the CITERCO Interests free and clear of any Liens except for Permitted Liens and any restrictions on sales or transfers of securities under applicable securities laws. The CITERCO Interests constitute 100% of the authorized, issued and outstanding membership interests of CITERCO. All of the CITERCO Interests have been duly authorized, and are validly issued, fully paid and non-assessable and were not issued in violation of the preemptive rights of any Person. Except as contemplated in this Agreement, and in reliance on the representations and warranties made there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the Purchaser membership interests of CITERCO pursuant to which CITERCO is or may become obligated to issue membership interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any interest of CITERCO, and there are no outstanding agreements affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of the CITERCO Interests. (e) Except for (i) assets disposed of in this Agreementthe ordinary course of business consistent with past practice subsequent to the Execution Date or which were disposed of in such a manner prior to the Effective Time and (ii) the Excluded Assets, the Transferred Assets include all material assets which would be reasonably required to conduct the Business immediately following the Effective Time substantially in the manner in which the Business is currently conducted by Seller shall in all material respects. (f) All Inventory (including crude oil, feedstocks, and finished petroleum products) meet their respective specifications and other supplies are merchantable or shall cause one if purchased by specification, met those specifications. (g) To the Knowledge of its direct or indirect Subsidiaries to) sellSeller, convey, assign Seller’s current use and otherwise transfer to occupancy of the Purchaser free and clear of all Liens, except for Permitted LiensReal Property, and the Purchaser shall purchase from the Seller free and clear of all Liens, except for Permitted Liens, in exchange for payment operation of the Purchase PriceBusiness as currently conducted thereon, does not violate or breach in any material respect any Easement. (h) Seller is not a “foreign person” but is a “United States person” as such terms are defined in Sections 1445 and the assumption 7701 of the Assumed Liabilities in accordance with Section 2.3, all of the Seller’s and its direct and indirect Subsidiaries’ right, title and interest 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, packaging, labels, work in process and component inventories (x) physically located at the 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 “Closing Inventory”), provided that, Closing Inventory will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods, or consignment inventory held for the benefit of any customers of the Seller (the “Consignment Inventory”), notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory, finished goods or Consignment Inventory on Schedule 2.1(b); (c) the contracts listed on Schedule 2.1(c), including the Transferred Lease (the “Transferred Contracts”); and (d) the assets listed on Schedule 2.1(d)Code.