Common use of Transferred Assets Clause in Contracts

Transferred Assets. Upon the terms and subject to the conditions contained herein, on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept from the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o).

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) From the terms and Closing Date to the Effective Date, subject to the conditions contained hereinprovisions of the Original Receivables Pooling Agreement, on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyedDepositor sold and/or contributed, assigned, transferred or deliveredand conveyed to the Issuer, and shall cause the Asset Sellers toIssuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, sellall of the Depositor’s right, conveytitle and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day on or after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (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 deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) From the terms Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of 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 conditions contained 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 Closing 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”). Until the Receivables Sale Termination Date, Tecumseh HLSS shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Depositor, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms and subject to the conditions contained hereinof this Agreement, on at the Closing DateClosing, Tecumseh shall, or Braeburn shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, selltransfer, convey, assignassign and deliver to Titan, transfer and deliverTitan shall acquire and accept from Braeburn, all of Braeburn’s right, title and interest in and to the Purchaser following assets (or upon collectively, the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser“Transferred Assets”), free and clear of any Encumbrances, other than Permitted Encumbrances: (i) all LiensRegulatory Approvals and the Transferred Clinical Trial Authorizations and all other applications, except for Permitted Exceptionssubmissions, notifications, communications, correspondence, registrations, and other filings made to, received from or otherwise conducted with a Regulatory Authority relating to Regulatory Approvals or to the Purchaser shall purchaseresearch, acquire development, manufacture or commercialization of Product, in the Territory, including INDs and accept from NDAs, and any reports or amendments necessary to maintain the Asset SellersRegulatory Approvals, all of but excluding (A) the assets, properties, rights, Excluded State Licenses and (B) any other governmental licenses, Contracts approvals or authorizations that are not permitted to be transferred to Titan by the relevant Governmental Authority or as a matter of law (or portions thereof or rights thereunder(A) and businesses(B), of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement “Excluded Licenses”) (collectively, the "“Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(aRegulatory Materials”); (bii) all inventory of EVA, Applicators, training kits, insertion and removal kits, and Product (together with any Product packaging materials thereon), together with the inventory of work-in-progress, samples, packaging and all raw materials, workwhether or not labeled, and all Product-in-processrelated supplies, finished goods packaging and labeling material, in each case, exclusively related to the Licensed Product (including those in transitcollectively, the “Inventory”), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct owned as of the operation Effective Date by Braeburn that have not been sold to a wholesaler or distributor, but excluding any EVA and Compound held on behalf of Braeburn by DPT as of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business Effective Date (the "Assumed Contract Rights"“Excluded Inventory”) listed on Schedule 1.2.1(c(collectively, the “Transferred Inventory”); (diii) the owned and leased real property listed Transferred Records; (iv) the Contracts set forth on Schedule 1.2.1(d3(a)(iv) (all such Contracts, the “Assigned Contracts”); (ev) all accountsthe Transferred Intellectual Property, draftsincluding the rights to enforce the same for past, notes present and future infringements or other receivables that relate violations thereof and any goodwill related to the Acquired Businesssuch Transferred Intellectual Property; (fvi) all Transferred Promotional Materials; (vii) the website(s) associated with the Domain Names, and all TCP/IP addresses, the source code controlled by Braeburn related to the operation thereof and all text, graphics, images, data, audio files, video files and other content contained thereon in possession of Braeburn; and (viii) all rights, claims, causes of actions, rights of the Asset Sellers relating to deposits recovery, and prepaid expensescredits, claims for refunds (excluding Tax refunds) including all guarantees, warranties, indemnities and rights to offset in respect thereofsimilar rights, whenever incurred, in each case as favor of the Closing Date, including lease and rental payments, Braeburn to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the any Transferred Assets and events or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to circumstances arising on or after the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)Effective Date.

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor acquires from Nationstar without recourse except as provided herein, all of the Nationstar's right, title and interest, whether now owned or hereafter acquired, in, to and under (i) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Depositor, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) From the terms and subject Closing Date to the conditions contained hereinEffective Date, 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 Sale Agreement, all of Nationstar’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that arose under any Servicing Agreement that was listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable was created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, Tecumseh shalland until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, or Nationstar shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliverconvey 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 Purchaser (or upon Purchase Agreement each Deferred Servicing Fee Receivable in existence on any Business Day on and after the Purchaser's request, to one or more wholly-owned subsidiaries 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 Purchaser as designated by date such Receivable is created (“Nationstar Additional Deferred Servicing Fee Receivables” and together with the PurchaserNationstar Additional Advance Receivables, the “Nationstar Additional Receivables”), free and clear (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 all LiensAdvance Purchaser to enforce such Nationstar Additional Deferred Servicing Fee Receivables (collectively, except for Permitted Exceptionsthe “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 shall purchase, acquire and accept from the Asset Sellerswithout recourse except as provided herein, all of the assetsAdvance Purchaser’s right, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) title and businesses, of every kind and description, wherever locatedinterest, whether realnow owned or hereafter acquired, personal or mixedin, tangible or intangible, that are owned, leased or licensed by the Asset Sellers to and used under (1) each Receivable in the conduct of the operation of the Acquired existence on any Business by the Asset Sellers as the same shall exist Day on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Effective Date and prior to the Closing Receivables Sale Termination Date (including the Nationstar Additional Receivables) that arises under any Servicing Agreement that is listed as permitted by this 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"”). Nationstar and Advance Purchaser hereby affirm that Deferred Servicing Fee Receivables that are ineligible for financing under the Indenture will not be sold or transferred under the Purchase Agreement or hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, including all rightAdvance Purchaser shall, title automatically and interest of without any further action on its part, sell and/or contribute, assign, transfer and convey to the Asset Sellers inDepositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, Depositor shall purchase each such Additional Receivable together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) From the terms Original Closing Date to the Amended and Restated Closing Date, subject to the conditions contained hereinprovisions of the Original Receivables Pooling Agreement, on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyedDepositor sold and/or contributed, assigned, transferred or deliveredand conveyed to the Issuer, and shall cause the Asset Sellers toIssuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, sellall of the Depositor’s right, conveytitle and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Original Closing Date and in existence on any Business Day on or after the Original Closing Date and prior to the Amended and Restated Closing Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Amended and Restated Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Amended and Restated Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (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 deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) From the terms and Closing Date to the Effective Date, subject to the conditions contained hereinprovisions of the Original Receivables Pooling Agreement, on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyedDepositor sold and/or contributed, assigned, transferred or deliveredand conveyed to the Issuer, and the Issuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day on or after the Closing Date and prior to the Effective Date that arose under any Servicing Agreement that was listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable was created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date that arises with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (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”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall cause not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Asset Sellers toReceivables Sale Termination Date, sellthe Depositor shall, conveyautomatically and without any further action on its part, sell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Nationstar, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor acquires from Nationstar without recourse except as provided herein, all of the Nationstar’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) each Receivable in existence on the Closing Date that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “Initial Receivables”), (ii) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (iii) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Nationstar shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Depositor, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms (a) The Seller Parties have good and subject to the conditions contained herein, on the Closing Date, Tecumseh shallvalid title to, or shall cause have other legal rights to be soldpossess and use, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries all of the Purchaser as designated by the Purchaser)Transferred Assets, free and clear of all LiensEncumbrances (including Encumbrances resulting from any indebtedness of any Seller Party), except for other than Permitted Exceptions. This Agreement, the Ancillary Agreements and the Purchaser shall purchase, acquire instruments and accept from the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed documents to be delivered by the Asset Sellers and used in Seller Parties to the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on Buyer Parties at or following the Closing Date, including all assets shown on shall be adequate and sufficient to transfer to Buyer or one of its Affiliates the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all Parties’ entire right, title and interest in and to the Transferred Assets, subject to Section 2.5, free and clear of the Asset Sellers inall Encumbrances (including Encumbrances resulting from any indebtedness of any Seller Party), to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a);than Permitted Exceptions. (b) all raw materialsThe transfer to the Buyer Parties of the Transferred Assets pursuant to this Agreement, work-in-processtogether with Buyer’s rights under this Agreement and the Ancillary Agreements, finished goods comprise assets (including those in transit), supplies, components, service tangible and replacement parts intangible) and other inventories used or held rights sufficient to operate the Business as currently conducted and for resale in the continued conduct of the operation Business immediately after the Closing in substantially the same manner in all material respects as such operations are being conducted by the Seller Parties immediately preceding the date of this Agreement, except that (i) the Seller Parties will not be assigning to the Buyer Parties any agreements with customers, manufacturers, distributors, vendors, contractors or suppliers, licensors or equipment lessors of the Acquired BusinessBusiness listed on Schedule 3.4(b)(i) of the Disclosure Schedules, and the Buyer Parties will have to secure its own agreements with such parties; (ii) except for the Leased Real Property and any access to facilities provided in the Transition Services Agreement, the 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, (iii) except as otherwise set forth in the Transition Services Agreement, the Business will no longer have the benefit of any 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 extent included as a Business Employee or (B) insurance policies, and (iv) the Seller Parties will not provide any access to any employee benefit plans of the Seller Group to any Business Employee after the Closing Date. Except as set forth on Schedule 3.4(b)(ii) of the Disclosure Schedules, (i) the Transferred Intellectual Property, together with related packaging materials; (c) subject to Section 1.2.5, all Buyer’s rights under Contracts that relate to the Acquired 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 (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (dii) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accountsTransferred Technology, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including together with Buyer’s rights under manufacturers' the Ancillary Agreements, are sufficient for Buyer and vendors' warranties; (h) its Affiliates to, immediately after the Closing, conduct the Business in substantially the same manner in all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned material respects as conducted by the Asset Sellers and used in Seller Parties immediately preceding the conduct date of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)this Agreement.

Transferred Assets. Upon At each Closing, upon the terms and subject to the conditions contained hereinset forth in this Agreement, and in reliance on the Closing Daterepresentations and warranties made to the Purchaser in this Agreement, Tecumseh shall, the Seller shall (or shall cause to be sold, conveyed, assigned, transferred one of its direct or delivered, and shall cause the Asset Sellers indirect Subsidiaries to, ) sell, convey, assign, assign and otherwise transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted ExceptionsLiens, and the Purchaser shall purchase, acquire and accept purchase from the Asset SellersSeller free and clear of all Liens, except for Permitted Liens, in exchange for payment of the applicable Purchase Price at each Closing, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) Seller’s and businesses, of every kind its direct and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all indirect Subsidiaries’ right, title and interest of in and to the Asset Sellers in, to and under:following (the “Transferred Assets”): (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items The production assets listed on Schedule 1.2.1(a2.1(a)(i);, Schedule 2.1(a)(ii), the Additional 7000 Plant Assets and the Additional 5100 Plant Assets (the “Closing Production Assets”); and (b) all the raw materialsmaterial, work-in-processpackaging, finished goods (including those labels, work in transit), supplies, components, service process and replacement parts and other component inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c2.1(b) (the “Closing Inventory”); (d) , which for the owned and leased real property listed avoidance of doubt, will not include any Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory or finished goods, notwithstanding the inclusion of any such Obsolete Inventory, Slow Moving Inventory, Disqualified Inventory or finished goods on Schedule 1.2.1(d2.1(b); (e) all accounts, drafts, notes and other receivables that relate . Notwithstanding anything to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental paymentscontrary herein, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the any Transferred Assets are damaged in any material respect (ordinary wear and tear or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned damage caused by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (mPurchaser excepted) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with applicable Closing Date when such assets would be transferred to the Acquired BusinessPurchaser, including that arising out of or associated with the parties shall mutually agree whether such assets shall be transferred at the applicable Closing and, if transferred, the purchase price for any of such assets shall be the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)Fair Market Value thereof.

Transferred Assets. Upon (i) From the terms Original Closing Date to the Second Amended and Restated Closing Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Original Closing Date and in existence on any Business Day after the Original Closing Date and prior to the Second Amended and Restated Closing Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the 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 conditions contained 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 Closing 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”). Until the Receivables Sale Termination Date, Tecumseh HLSS shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Depositor, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) From the terms Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of 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 conditions contained 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 Closing 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”). Until the Receivables Sale Termination Date, Tecumseh HLSS shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Depositor, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) From the terms and subject Original Closing Date to the conditions contained herein, on the Closing Date, Tecumseh shallsubject to the provisions of the Original Receivables Pooling Agreement, or shall cause to be sold, conveyedthe Depositor sold and/or contributed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliver, conveyed to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted ExceptionsIssuer, and the Purchaser shall purchase, acquire and accept Issuer acquired from the Asset SellersDepositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the assetsDepositor’s right, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) title and businesses, of every kind and description, wherever locatedinterest, whether realnow owned or hereafter acquired, personal or mixedin, tangible or intangibleto 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, that which are owned, leased or licensed by the Asset Sellers and used in the conduct initially being transferred as of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown ) (1) in existence on the Balance Sheet of such Asset Seller Original Closing Date and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired existence on any Business acquired by the Asset Sellers Day on or after the Balance Sheet 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 permitted by this a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the "“Original Transferred Assets"”); and (ii) Commencing on the Closing Date, including 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 of the Asset Sellers interest, whether now owned or hereafter acquired, in, to and under: under (a1) 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 personal property monies due or to become due and interests therein, all amounts received or receivable with respect thereto and all proceeds (including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use “proceeds” as defined in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(aUCC); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating Depositor to deposits enforce such Initial Receivables and prepaid expenses, claims for refunds Additional Receivables and (excluding Tax refunds3) and rights to offset the Receivables Sale Agreement in respect thereofof such Initial Receivables and Additional Receivables (collectively, in each case as of the Closing “Transferred Assets”). Until the Receivables Sale Termination Date, including lease the Depositor shall, automatically and rental paymentswithout any further action on its part, sell and/or contribute, assign, transfer and convey to the extent relating Depositor, on each Business Day, each Additional Receivable not previously transferred to the Acquired Business; (g) Issuer and the Issuer shall purchase each such Additional Receivable together with all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon On the terms and subject to the conditions contained hereinset forth in this Agreement, on at the Closing DateClosing, Tecumseh Instrumentarium shall, and shall cause the other Asset Sellers to, sell, convey, assign, transfer and deliver, or shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser)Acquiror, free and clear of all Liens, except for Permitted ExceptionsLiens, and the Purchaser Acquiror shall purchase, acquire and accept from Instrumentarium and the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunderto the extent assignable) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist currently conducted and as conducted on the Closing Date, including all assets shown on the Balance Sheet Reference Statement of such Asset Seller Working Capital and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets used in the conduct of the Acquired operation of the Business acquired by the Asset Sellers after the Balance Sheet Date date of the Reference Statement of Working Capital and prior to the Closing as permitted by this Agreement (collectively, the "“Transferred Assets"”). Without limiting the generality of the foregoing, including the Transferred Assets shall include all right, title and interest of the Asset Sellers in, to and under: (ai) all tangible personal property property, furniture and fixtures and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property therein used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a)in Section 2.02(a)(i) of the Disclosure Schedule; (bii) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service supplies and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (ciii) subject to Section 1.2.5, (A) all Contracts of the Asset Sellers (and all rights under Contracts thereunder) that relate to the Acquired Business Business, including the items listed in Section 2.02(a)(iii) of the Disclosure Schedule and (B) those Contracts of the "Assumed Contract Rights") listed on Schedule 1.2.1(c)Asset Sellers entered into by the Asset Sellers in the ordinary course of business consistent with past practice from the date of this Agreement to the Closing Date; (div) the owned and leased real property leases used in the conduct of the operation of the Business listed on in Section 2.02(a)(iv) of the Disclosure Schedule 1.2.1(d)and all improvements thereto; (ev) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (fvi) all rights of expenses that have been prepaid by the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business, including ad valorem Taxes and lease and rental payments; (gvii) all of the Asset Sellers' ’ causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including unliquidated rights under manufacturers' ’ and vendors' ’ warranties; (hviii) all Fasco rights of the Asset Sellers in the Business Intellectual Property, including the right to recover for past damages arising from infringement of the Business Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (jix) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (kx) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, financial and accounting records, marketing plans and market research, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (lxi) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, data owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business;; and (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (nxii) all goodwill associated with the Acquired BusinessTransferred Assets. Notwithstanding the foregoing, including that arising out of or associated with any the Business Intellectual Property being transferred to the Acquiror pursuant to Section 2.02(viii) shall include all Business Intellectual Property described in clause (b) of the Fasco Intellectual Property; and (o) the tools definitions of each of “Business Copyrights” and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)“Business Technology.”

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose 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 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”). Until the Receivables Sale Termination Date, the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring related to such Receivable. Notwithstanding the foregoing, or any language herein to the contrary, the Depositor will not be required to sell or otherwise transfer to the Issuer any Receivable arising under the Designated Servicing Contract (i) that arises after the commencement of the Full Amortization Period and (ii) in respect of which the Issuer, the Depositor, the Indenture Trustee and the Administrative Agent shall have received a written notice from PMC, no later than one (1) Business Day after the origination thereof, (A) identifying such Receivable in reasonable detail and (B) certifying that PMC has concluded in its reasonable discretion (with reasonable supporting detail therefor) that the Depositor will not receive reasonably equivalent value for the transfer of any such identified Receivable because the value of the equity of the Issuer was negative prior to the Closing; (n) contribution of such Receivable after taking into account all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and following, among other relevant factors, any indemnification payments owing by PMC to the Depositor under the Receivables Sale Agreement (o) giving effect to the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for full value of such indemnification payment obligations as an asset of the Acquired Business, including the items listed on Schedule 1.2.1(oDepositor).

Transferred Assets. Upon On the terms date hereof, the Depositor will sell, contribute, assign and subject convey to the conditions contained hereinIssuer, and the Issuer will purchase and acquire from the Depositor without recourse, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that 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 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, Tecumseh the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser Issuer, on each Business Day, each Additional Receivable (or upon other than any Excepted Receivable) not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh 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 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 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”). Until the Receivables Sale Termination Date, the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms and subject to the conditions contained hereinof this Agreement, on the Closing Date, Tecumseh shall, or shall cause each Seller hereby agrees to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, does sell, conveytransfer, assign, transfer convey and deliver, deliver to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted ExceptionsBuyer, and the Purchaser shall purchase, acquire Buyer hereby agrees to and accept does receive and assume from the Asset Sellerssuch Seller, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all Seller’s right, title and interest of the Asset Sellers in, to and underunder the following, wherever located: (a) each Transferred Contract including, to the extent permitted to be assigned under applicable law, all personal property claims, suits, causes of action and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and any other tangible personal property used or held for use in the conduct right of the operation relevant Seller under the Transaction Documents against any Person, whether known or unknown, arising under or in connection with the Transaction Documents or in any way based on or related to any of the Acquired Business, including the items listed on Schedule 1.2.1(a)foregoing; (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materialsContract Files relating to such Transferred Contracts; (c) subject to Section 1.2.5, all rights under Contracts that relate to prepaid interest and finance charges paid in advance by Obligors in respect of the Acquired Business (Transferred Assets pro-rated for the "Assumed Contract Rights") listed on Schedule 1.2.1(c);period from and including the Closing Date; and (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accountsother properties, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) assets and rights to offset in respect thereof, in each case owned by such Seller as of the Closing Date, including lease and rental payments, or in which such Seller has an interest with respect to the extent relating to the Acquired Business; (g) all each of the Asset Sellers' causes assets set forth in the Schedule of action against third parties relating 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 of 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 or shall not include, such Seller’s right to receive any Assumed Liability, including rights under manufacturers' accrued and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights unpaid interest and intangible property rights relating to finance charges through the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring day immediately prior to the Closing; Closing Date due from Obligors in arrears (n) all goodwill associated with the Acquired Businesscollectively, including that arising out of or associated with “Pre-Closing Accrued Interest and Charges”), but shall include such Seller’s right to receive any of the Fasco Intellectual Property; and (o) the tools accrued and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies unpaid interest and other products for the Acquired Business, finance charges from and including the items listed on Schedule 1.2.1(o)Closing Date.

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date until the date hereof, pursuant to the Original Receivables Sale Agreement, Ditech, as receivables seller, sold, contributed, assigned and conveyed to the Depositor, and the Depositor purchased and acquired from Ditech without recourse except as provided in the Original Receivables Sale Agreement, all of Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable (i) in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date or (ii) in existence on, or on any date after, the related Designation Date of a Pool that becomes a Designated Pool after the Closing Date (the “Additional Receivables”), and (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of 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, Tecumseh 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 Assets, the “Transferred Assets”). Until the Receivables Sale Termination Date, Ditech shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser Depositor, on each Business Day, each Additional Receivable (or upon other than any Excepted Receivable) not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (a) Subject to the terms and subject to conditions of this Agreement and in consideration of the conditions contained obligations of the Buyer herein, on at the Closing DateClosing, Tecumseh shall, or the Seller shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer transfer, grant, bargain, deliver and deliver, convey to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser)Buyer, free and clear of all Liens, except for Permitted Exceptionsthe Seller's entire right, title and interest in and to the Purchaser shall purchase, acquire machinery and accept from the Asset Sellers, all equipment listed in Section 1.1 of the assets, properties, rights, licenses, Contracts Disclosure Schedule (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"). Nothing herein shall be deemed to be a sale or conveyance, including all rightor an agreement to sell or convey, title and interest any assets of the Asset Sellers in, Seller except for the Transferred Assets. The Seller also shall assign all orders from customers relating to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct oilfield couplings as of the operation Closing Date that are not yet in production as of the Acquired Business, including Closing Date (the items listed on Schedule 1.2.1(a);"Orders") to an Affiliate of the Buyer pursuant to Section 5.3 hereof. The Seller agrees that all orders from customers relating to oilfield couplings as of the Closing Date 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) all raw materialsThe 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, work-in-process, finished goods (including those the Transferred Assets shall be held by the Seller in transit), supplies, components, service trust for the Buyer and replacement parts and other inventories used or held for resale shall be performed by the Buyer in the conduct name of the operation Seller and all benefits and obligations derived thereunder shall be for the account of the Acquired BusinessBuyer; provided, together with related packaging materials;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) subject On or prior to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all Seller shall notify each Person which may have possession of the Asset Sellers' causes any of action against third parties relating to the Transferred Assets at the Closing Date, whether by consignment or any Assumed Liabilityotherwise, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating of the transfer of such Transferred Assets to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)Buyer.

Transferred Assets. Upon the terms and subject to the conditions contained hereinof this Article VI, on in consideration of the Closing Dateagreements under this Agreement, Tecumseh shallincluding the waiver of certain non-solicit and non-compete provisions by the Service Providers, REIT TRS shall purchase and assume from the Service Providers, and the Service Providers shall sell, convey, transfer, assign and deliver, or shall cause to be sold, conveyed, assignedtransferred, transferred assigned and delivered, to REIT TRS (or deliveredits designee) at the Self-Management Closing, all of 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 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 cause the Asset Sellers to, sell, convey, assign, transfer and deliver, keep REIT TRS informed of material changes to the Purchaser list of Transferred Assets from the date of the delivery of the preliminary list of Transferred Assets until the delivery of the Transferred Assets Schedule. The Transferred Assets Schedule shall be prepared in good faith by the Service Providers and shall include: (A) each Contract set forth in Annex B (or upon successor or replacement thereof) that (1) remains in existence on the Purchaser's request, Self-Management Closing Date and (2) may be assigned according to one the terms of such Contract (including as a result of any obtained consent or more wholly-owned subsidiaries approval) to REIT TRS at the time of the Purchaser as designated by Self-Management Closing pursuant to the Purchaser)▇▇▇▇ of Sale for Transferred Assets; (B) any other Contracts to which the parties mutually agree; and (C) the tangible assets of Advisor and Property Manager, free including furniture, fixtures and clear of all Liens, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept from the Asset Sellers, equipment that meet all of the assetsfollowing conditions: (1) such assets are located at the MF REIT Headquarters, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, on-site at properties of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, MF REIT that are owned, leased or licensed managed by the Asset Sellers and used 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 operation 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 Acquired Business Behringer Group to provide services to other investment funds under any Contract and will not be used by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets any member of the Acquired Business acquired by the Asset Sellers Behringer Group to provide services to MF REIT after the Balance Sheet Date and prior to Self-Management Closing under the Closing as permitted by this Agreement (collectively, Administrative Services Agreement. The Parties agree that the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use assets included in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; are being transferred for no consideration. Services Holdings shall use commercially reasonable efforts to convey to REIT TRS physical possession of such tangible assets (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used if not already in the conduct possession of the operation of the Acquired Business; (k) all books, records, files MF REIT and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(oits Affiliates).

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, Green Tree, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor purchases and acquires from Green Tree without recourse except as provided herein, all of the Green Tree’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “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”). Until the Receivables Sale Termination Date, Green Tree shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Depositor, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon On the terms date hereof, the Depositor will sell, contribute, assign and subject convey to the conditions contained hereinIssuer, and the Issuer will purchase and acquire from the Depositor without recourse, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that 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 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, Tecumseh the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser Issuer, on each Business Day, each Additional Receivable (or upon other than any Excepted Receivable) not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (a) The Transferred Assets are legally and beneficially owned by Westport Inc and the terms HPDI Sellers, free from any Liens (other than those set out in Disclosure Schedule 4.24(a)). The Transferred Assets, together with the assets and subject services provided to the conditions contained herein, JV Group pursuant to the TSA and any software or hardware obtained by Westport or another HPDI Seller on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause JV Group’s behalf following the Asset Sellers to, sell, convey, assign, transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept from the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date date hereof and prior to the Investment Closing Date or after the Investment Closing Date as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest reflected in Schedule 2.3(b) of the Asset Sellers PA and any licenses provided to the JV Group pursuant to the Asset PA, represent all of the assets and Intellectual Property which have been developed for, 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 under: (a) 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, taken as a whole, constitute all personal property of the rights, properties and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use assets to enable the JV Group to independently operate the HPDI Business from Investment Closing in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a);same manner in which it is currently conducted. (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in Following the conduct consummation of the operation Transferred Assets Closing: (i) the Limited Partnership shall have ownership of, or an appropriate license to utilize, any and all assets and Intellectual Property which relate in part to the HPDI Business and in part to any retained business of Westport Inc, with the exception of any excluded Owned or Licensed Software as indicated in Part 3 of Disclosure Schedule 4.19(c); and (ii) 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 Acquired Business, together with related packaging materials;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) subject Except as otherwise agreed to Section 1.2.5in writing by Volvo Sweden, all rights under Contracts that relate as at the Investment Closing the Transferred Assets will have been transferred to the Acquired Business (applicable JV Group entity in accordance with the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned steps, terms and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights conditions of the Asset Sellers relating to deposits PA, the Carve Out Plan and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)IT Transition Plan.

Transferred Assets. Upon Commencing on the terms initial Funding Date, and until the close of business on the Receivables Sale Termination Date, subject to the conditions contained provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) the OLS Initial Receivables, (2) each Receivable (other than any Existing Receivables) in existence on any Business Day on and after the initial Funding Date and prior to the Receivables Sale Termination Date (including the HLSS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Closing 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”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, Tecumseh the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon Except as set forth in Section 3.7 of the terms Seller Disclosure Schedule: (a) Seller (i) has good and subject indefeasible title to the conditions contained hereinReal Property, on (ii) has a valid and subsisting leasehold estate in and the Closing Date, Tecumseh shall, or shall cause right to be sold, conveyed, assigned, transferred or deliveredquiet 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 shall cause the (iii) has good and marketable title to each Transferred Asset Sellers to, sell, convey, assign, transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), other than Real Property; in each case free and clear of all any Liens and subject only to Permitted Liens. To the Knowledge of Seller, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept from the Asset Sellers, all Schedule 1.1(a) sets forth accurate legal descriptions of the assets, properties, rights, licenses, Contracts Land. (or portions thereof or rights thereunderb) and businesses, Neither the whole nor any portion of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in Real Property material to the 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 Acquired Business by Paulsboro Refinery, the Asset Sellers 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, 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 same shall exist on 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 Closing Dateright to subscribe for, including all 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 shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets subsequent to the Execution Date or which were disposed of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and in such a manner prior to the Closing as permitted by this Agreement Effective Time and (collectivelyii) the Excluded Assets, the "Transferred Assets")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 in all material respects. (f) All Inventory (including crude oil, including all rightfeedstocks, title and interest finished petroleum products) meet their respective specifications and other supplies are merchantable or if purchased by specification, met those specifications. (g) To the Knowledge of Seller, Seller’s current use and occupancy of the Asset Sellers inReal Property, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired BusinessBusiness as currently conducted thereon, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those does not violate or breach in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in any material respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties;Easement. (h) all Fasco Intellectual Property; (i) all other proprietary rights Seller is not a "foreign person" but is a "United States person" as such terms are defined in Sections 1445 and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct 7701 of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)Code.

Transferred Assets. Upon Pursuant to the terms and subject to the conditions contained hereinset forth in this Agreement, on at the Closing DateClosing, Tecumseh shall, or shall cause to be sold, conveyed, assigned, transferred or delivered(i) Seller will, and shall will cause the Asset Sellers Selling Corporations to, sell, assign, transfer, convey, and deliver to Buyer (or its applicable Affiliates), and Buyer (or its applicable Affiliates) will purchase, acquire and accept, the Transferred Assets and (ii) Seller will cause the Entity Selling Corporations to sell, assign, transfer transfer, convey, and deliver, deliver to the Purchaser Buyer (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaserits applicable Affiliates), and Buyer (or its applicable Affiliates) will purchase, acquire and accept, the Transferred Company Equity Interests, in each case of subparts (i) and (ii) free and clear of all LiensEncumbrances other than Permitted Encumbrances. Accordingly, except Seller will, or will cause the other Selling Corporations to, execute and deliver at the Closing, as applicable, a general copyright assignment in the form of Exhibit C (the “Copyright Assignment Agreement”), a general domain name assignment in the form of Exhibit D (the “Domain Name Assignment Agreement”), a general assignment and ▇▇▇▇ of sale in the form of Exhibit E (the “General Assignment Agreement”), a general patent assignment in the form of Exhibit F (the “Patent Assignment Agreement”), a general trademark assignment in the form of Exhibit G (the “Trademark Assignment Agreement”), such other instruments of conveyance, assignment and transfer as Buyer and Seller reasonably agree upon and, with respect to Transferred Company Equity Interests that are certificated, certificates representing the Transferred Company Equity Interests (the “Equity Interest Certificates”), duly endorsed by the applicable Entity Selling Corporations, for Permitted Exceptionstransfer to Buyer or the designated Buyer Corporation (or accompanied by duly executed undated blank stock powers) with appropriate transfer stamps, and the Purchaser shall purchaseif any, acquire and accept from the Asset Sellersaffixed, in each case to convey to Buyer all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all Selling Corporations’ right, title and interest of the Asset Sellers in, to in and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) the Transferred Company Equity Interests. Seller shall bear all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct risk of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior and the Transferred Company Equity Interests (in each case, whether or not covered by insurance) up to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any time of the Fasco Intellectual Property; and (o) Closing, whereupon such risk of loss with respect to the tools Transferred Assets and dies located at Tecumseh's Paris, Tennessee facility used the Transferred Company Equity Interests shall pass to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)Buyer.

Transferred Assets. Upon the terms and subject to the conditions contained hereinset forth in this Agreement, on at the Closing DateClosing, Tecumseh shallSeller and Selling Subsidiary shall (and, or where applicable, shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers their respective Subsidiaries to, ) sell, conveytransfer, assign, transfer convey and deliver, deliver to the Purchaser (Buyer or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptionsits Subsidiaries, and the Purchaser Buyer shall (and, where applicable, shall cause its Subsidiaries to) purchase, acquire and accept from the Asset SellersSeller, Selling Subsidiary and their respective Subsidiaries, all right, title and interest of Seller, Selling Subsidiary and their respective Subsidiaries in, to and under (a) all of the assets, properties, properties and rights (including contractual rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are ownedwherever located, leased and whether or licensed by not reflected on the Asset Sellers financial statements or other books and records of Seller or any of its Subsidiaries, exclusively used in the conduct Business as it is operated by Seller and its Subsidiaries as of the operation of the Acquired Business by the Asset Sellers as the same shall exist date hereof and on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to (b) the Closing as permitted by this Agreement Transferred PCIe Assets (collectively, the "“Transferred Assets"”), including free and clear of all rightLiens. Notwithstanding anything to the contrary in this Agreement, title the phrase “used exclusively” (or similar references), when used with respect to the Business, the Business Products, or the Transferred PCIe Assets, shall mean used exclusively with respect to all (or any subset of) the Business, the Business Products, and/or the Transferred PCIe Assets collectively as a whole. For the avoidance of doubt, (X) no asset of Seller or its Subsidiaries shall be excluded from the Transferred Assets because it is used in both the Business and interest in Seller’s or its Subsidiaries’ PCIe Switches or PCIe Retimers and (Y) if an asset of Seller or its Subsidiaries is used in both the Business and in Seller’s or its Subsidiaries’ PCIe Switches or PCIe Retimers (but in no other businesses, products or services of Seller or its Subsidiaries), then such asset would be deemed to be used exclusively in the Business and used exclusively with respect to the Transferred PCIe Assets. Without limiting the generality of the Asset Sellers inforegoing, the Transferred Assets shall include the following, whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to and underin Seller’s or any Affiliate of Seller’s financial statements: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a)Business Products; (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materialsTransferred Tangible Property; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c)Transferred Inventory; (d) the owned and leased real property listed on Schedule 1.2.1(d)all Transferred IP; (e) all accounts, drafts, notes and other receivables that relate to the Acquired BusinessTransferred Leases; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired BusinessTransferred Contracts; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warrantiesPermits; (h) all Fasco Intellectual PropertyTransferred Books and Records; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferableTransferred Claims; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business;assets set forth on Schedule 1.1(j); and (k) copies of all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)Transferred Employees.

Transferred Assets. Upon (i) From the terms and subject Original Closing Date to the conditions contained herein, on the Closing Date, Tecumseh shallsubject to the provisions of the Original Receivables Sale Agreement, or shall cause to be sold, conveyedNationstar sold and/or contributed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliver, conveyed to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted ExceptionsDepositor, and the Purchaser shall purchase, acquire and accept Depositor acquired from Nationstar without recourse except as provided under the Asset SellersOriginal Receivables Pooling Agreement, all of the assetsNationstar’s right, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) title and businesses, of every kind and description, wherever locatedinterest, whether realnow owned or hereafter acquired, personal or mixedin, tangible or intangibleto 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, that which are owned, leased or licensed by the Asset Sellers and used in the conduct initially being transferred as of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown ) (1) in existence on the Balance Sheet of such Asset Seller Original Closing Date and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired existence on any Business acquired by the Asset Sellers Day on or after the Balance Sheet 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 permitted by this a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Nationstar to enforce such Initial Receivables (collectively, the "“Original Transferred Assets"”); and (ii) Commencing on the Closing Date, including 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 of the Asset Sellers interest, whether now owned or hereafter acquired, in, to and under: under (a1) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Facility Eligible Pool (each a “Pool”) that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (2) all personal property monies due or to become due and interests therein, all amounts received or receivable with respect thereto and all proceeds (including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use “proceeds” as defined in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(aUCC); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of Nationstar to enforce such Initial Receivables and Additional Receivables (collectively, the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of “Transferred Assets”). Until the Closing Receivables Sale Termination Date, including lease Nationstar shall, automatically and rental paymentswithout any further action on its part, sell and/or contribute, assign, transfer and convey to the extent relating Depositor, on each Business Day, each Additional Receivable not previously transferred to the Acquired Business; (g) Depositor and the Depositor shall purchase each such Additional Receivable together with all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) the Nationstar Initial Receivables, (2) each Receivable (other than any Existing Receivables) in existence on any Business Day on and after the Closing Date and prior to the Receivables Sale Termination Date (including the Advance Purchaser Additional Receivables) that 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”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) From the terms and Closing Date to the Effective Date, subject to the conditions contained hereinprovisions of the Original Receivables Pooling Agreement, on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyedDepositor sold and/or contributed, assigned, transferred or deliveredand conveyed to the Issuer, and shall cause the Asset Sellers toIssuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, sellall of the Depositor’s right, conveytitle and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day on or after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (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 deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to such Receivable. (iii) The Depositor and the Issuer hereby agree that no further transfers will be made pursuant to the Closing; Amended and Restated Assignment of Receivables, dated as of March 2, 2012 (n) all goodwill associated with the Acquired Business“March 2, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o2012 Assignment”).

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, PMC, as receivables seller, hereby sells and/or contributes, assigns, transfers and conveys to the Depositor, and the Depositor acquires from PMC without recourse except as provided herein, all of PMC’s right, title and interest, whether now owned or hereafter acquired, subject to the Consent, in, to and under (1) each Receivable in existence on the Closing Date that arose 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”). Until the Receivables Sale Termination Date, PMC shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Depositor, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring related to such Receivable. Notwithstanding the foregoing, or any language herein to the contrary, PMC will not be required to sell or otherwise transfer to the Depositor any Receivable arising under the Designated Servicing Contract (i) that arises after the commencement of the Full Amortization Period and (ii) in respect of which the Issuer, the Depositor and the Administrative Agent shall have received a written notice from PMC, no later than one (1) Business Day after the origination thereof, (A) identifying such Receivable in reasonable detail and (B) certifying that PMC has concluded in its reasonable discretion (with reasonable supporting detail therefor) that PMC will not receive reasonably equivalent value for the transfer of any such identified Receivable because the value of the equity of the Depositor was negative prior to the Closing; (n) contribution of such Receivable after taking into account all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and following, among other relevant factors, any indemnification payments owing by PMC to the Depositor under this Agreement (o) giving effect to the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for full value of such indemnification payment obligations as an asset of the Acquired Business, including the items listed on Schedule 1.2.1(oDepositor).

Transferred Assets. Upon the terms and subject to the conditions contained hereinof this Agreement, on the Closing Date, Tecumseh shall, or shall cause Seller hereby agrees to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, does sell, conveytransfer, assign, transfer convey and deliver, deliver to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted ExceptionsBuyer, and the Purchaser shall purchase, acquire Buyer hereby agrees to and accept does receive and assume from the Asset SellersSeller, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all Seller’s right, title and interest of the Asset Sellers in, to and underunder the following, wherever located: (a) each Transferred Contract including, to the extent permitted to be assigned under applicable law, all personal property claims, suits, causes of action and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and any other tangible personal property used or held for use in the conduct right of the operation relevant Seller under the Transaction Documents against any Person, whether known or unknown, arising under or in connection with the Transaction Documents or in any way based on or related to any of the Acquired Business, including the items listed on Schedule 1.2.1(a)foregoing; (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materialsContract Files relating to such Transferred Contracts; (c) subject to Section 1.2.5, all rights under Contracts that relate to prepaid interest and finance charges paid in advance by Obligors in respect of the Acquired Business (Transferred Assets pro-rated for the "Assumed Contract Rights") listed on Schedule 1.2.1(c);period from and including the Closing Date; and (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accountsother properties, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) assets and rights to offset in respect thereof, in each case owned by Seller as of the Closing Date, including lease and rental payments, or in which Seller has an interest with respect to the extent relating to the Acquired Business; (g) all each of the Asset Sellers' causes assets set forth in the Schedule of action against third parties relating 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 of 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 or shall not include, Seller’s right to receive any Assumed Liability, including rights under manufacturers' accrued and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights unpaid interest and intangible property rights relating to finance charges through the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring day immediately prior to the Closing; Closing Date due from Obligors in arrears (n) all goodwill associated with the Acquired Businesscollectively, including that arising out of or associated with “Pre-Closing Accrued Interest and Charges”), but shall include Seller’s right to receive any of the Fasco Intellectual Property; and (o) the tools accrued and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies unpaid interest and other products for the Acquired Business, finance charges from and including the items listed on Schedule 1.2.1(o)Closing Date.

Transferred Assets. Upon (a) The sale of the Transferred Assets by Sellers to Buyer(s) pursuant to this Agreement will effectively convey to Buyer(s) the entire Media Business and all of the tangible and intangible property used by Sellers or any of their respective Affiliates (whether owned, leased or held under license by Sellers, by any of Sellers Affiliates or by others) in connection with the conduct of the Media Business as heretofore conducted by the Sellers (except for the Excluded Assets and those assets to be provided pursuant to the terms and subject to the conditions contained herein, on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser Ancillary Agreements) including, without limitation, all tangible Assets and Properties of the Sellers reflected in the Balance Sheet and assets and properties acquired since the date of the Balance Sheet, other than Excluded Assets and assets and properties disposed of since the date of the Balance Sheet. Except as designated disclosed in Schedule 3.4 of the Disclosure Schedules, there are no shared facilities used in connection with the Media Business. None of the Transferred Assets are owned or held by any Person other than MIVA, B&B or MIVA (UK). (b) The Sellers have good and valid title to or a valid leasehold interest in all of the Purchaser)Transferred Assets, free and clear of all Liensany Encumbrance, except for other than Permitted ExceptionsEncumbrances. The delivery to the Buyers of the ▇▇▇▇ of Sale and other instruments of assignment, conveyance and transfer pursuant to this Agreement and the Purchaser shall purchaseAncillary Agreements will transfer to the Buyers good and valid title to or a valid leasehold interest in all of the Transferred Assets, acquire free and accept from clear of any Encumbrance other than Permitted Encumbrances. Except for the Asset SellersExcluded Assets and assets to be made available to Buyer(s) under the Ancillary Agreements, the Transferred Assets constitute all of the assets, properties, rights, licenses, Contracts (or portions thereof or properties and rights thereunder) necessary and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in sufficient for the conduct of the and operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Media Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o).

Transferred Assets. Upon For the terms consideration hereinafter provided and subject to in reliance upon the conditions contained representations and warranties of the parties set forth herein, on the Closing DateSeller hereby sells, Tecumseh shalltransfers, or shall cause conveys and assigns to be sold, conveyed, assigned, transferred or deliveredBuyer, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept Buyer hereby purchases from the Asset SellersSeller, all of the assetsSeller's assets and businesses which are related to, propertiesused in, rights, licenses, Contracts (necessary for or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of contribute to the operation of the Acquired Facility Business by (whether within, adjacent to or completely outside and removed from the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement Facility) (collectively, the "Transferred Assets"), including, without limiting the generality of the foregoing, the following assets (but excluding all Retained Assets): (a) The surface estate of the real property owned by Seller upon which the Facility is situated (including the real property on which the correctional facility known as "▇▇▇▇▇▇▇ County Correctional Facility" is located), together with all structures, construction work-in-progress, buildings and other improvements thereon, and any and all of Seller's rights, privileges and easements appurtenant thereto (collectively, the "Real Property"), all of which Real Property is identified on Schedule 1.1(a). (b) All equipment and other tangible personal property related to the Facility Business owned by Seller. (c) All inventories of supplies, food, janitorial, medical supplies and office supplies, maintenance and shop supplies and other disposables related to the Facility Business which are existing as of the Closing and which are not obsolete (the "Inventory"). (d) To the extent lawfully transferable, all accreditations, registrations, licenses, permits and other governmental consents or approvals necessary to or intended for the operation of the Facility Business as presently conducted by Seller. (e) All advance payments, prepayments, prepaid expenses, deposits and the like related to the Facility Business (the "Prepaids"), the categories and amounts as of the date hereof are set forth on Schedule 1.1(e). (f) To the extent lawfully transferable, all of Seller's right, title and interest of in and to any and all business names, marks and logos now or ever used by Seller in connection with the Asset Sellers in, to Facility Business and under: any and all names and logos under which Seller (ain connection with the Facility Business) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used any Facility Business has ever done business or held for resale in the conduct of the operation of the Acquired Businessoffered programs, together with related packaging materials; (c) subject all abbreviations and variations thereof and all applications and registrations relating to Section 1.2.5any of the foregoing, all rights under Contracts that relate to including, without limitation, the Acquired Business (the "Assumed Contract Rights") listed business names and logos set forth on Schedule 1.2.1(c1.1(f); (d) , and all goodwill associated therewith and with the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Facility Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business;. (g) all of the Asset Sellers' causes of action against All unexpired warranties and covenants that are transferable to Buyer, which Seller has received from third parties relating with respect to the Transferred Assets Assets, including, without limitation, such warranties and covenants as are set forth in any construction agreement, lease agreement, equipment purchase agreement, consulting agreement, agreement for architectural and engineering services or any Assumed Liability, including rights under manufacturers' purchase and vendors' warranties;sale agreement. (h) all Fasco Intellectual Property;All records relating to the operation or management of the Facility. (i) All materials, documents, information, media, methods, processes, inventions and technology owned by Seller related to the Facility Business (except those that are privileged or proprietary and are not used in or necessary for the business) and any and all other rights to use the same, including, but not limited to, all telephone numbers, intangible assets of an intellectual property nature, all proprietary rights computer software, all clinical and intangible property rights policy and procedure manuals and all promotional, marketing and recruiting materials, and all applications or registrations relating to any of the Acquired Business that are transferable;foregoing. (j) Any and all transferable licensesrights respecting computer and data processing hardware that is related to the Facility Business, permits and any computer and data processing hardware, whether or other governmental authorizations not located at the Facility, that is part of a computer system used in the conduct by any of the operation of Facility Business, whether or not the Acquired Business;central processing unit for such system is located at the Facility. (k) To the extent they may be legally conveyed, all booksof Seller's right, records, files title and papers, whether interest in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or Inmate Contracts relating to the Assumed Liabilities or any loss or damage with respect to housing of inmates at the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)Facility.

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date, Tecumseh and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), (2) each Receivable in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule as of the date such Receivable is created that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date (the “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”). Until the Receivables Sale Termination Date, the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Issuer, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon On the terms date hereof, Ditech, as receivables seller, will sell, contribute, assign and subject convey to the conditions contained hereinDepositor, and the Depositor will purchase and acquire from Ditech without recourse, all of Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any 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 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, Tecumseh Ditech shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser Depositor, on each Business Day, each Additional Receivable (or upon other than any Excepted Receivable) not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms and subject to the conditions contained herein, (i) Commencing on the Closing Date, Tecumseh shalland until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, or Nationstar shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliverconvey to Advance Purchaser, for a cash purchase price equal to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries 100% of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept from the Asset Sellers, Receivable Balance thereof all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all Nationstar’s right, title and interest of the Asset Sellers interest, whether now owned or hereafter acquired in, to and under: , (a1) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and each Advance Receivable (other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate than any Advance Receivable conveyed to the Acquired Business Issuer pursuant to an Assignment and Recognition Agreement in existence on the date of such Assignment and Recognition Agreement (each, an “Existing Advance Receivable”)) in existence on the "Assumed Contract Rights") Closing Date that arose under the Servicing Agreements listed as “Designated Servicing Agreements” on the Designated Servicing Agreement Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to Date as the extent relating to the Acquired Business; (g) all result of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights Nationstar making Advances under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring such Servicing Agreements prior to the Closing; respective MSR Transfer Dates (nthe “Nationstar Initial Advance Receivables”), (2) each Advance Receivable (other than any Existing Advance Receivables) in existence on any Business Day on and after the Closing Date and until the opening of business on the related MSR Transfer Date and which arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule (“Nationstar Additional Advance Receivables” and together with the Nationstar Initial Advance Receivables, the “Nationstar Advance Receivables”), and (3) in the case of both Nationstar Initial Advance Receivables and Nationstar Additional Advance Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Nationstar and Advance Purchaser to enforce such Nationstar 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 (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 (3) all goodwill associated monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of Advance Purchaser to enforce such Nationstar Initial Deferred Servicing Fee Receivables and Nationstar Additional Deferred Servicing Fee Receivables (collectively, the “Nationstar Deferred Servicing Fee Receivable Transferred Assets” and together with the Acquired BusinessNationstar Advance Receivable Transferred Assets, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o“Nationstar Transferred Assets”).

Transferred Assets. Upon the terms and subject to the conditions contained hereinset forth in this Agreement (including the terms of Section 2.2), on at the Closing DateClosing, Tecumseh shall, or Seller and SYC shall cause to be sold, conveyed, assigned, transferred or delivered, (and shall cause the Asset Sellers one or more of their respective Subsidiaries to) irrevocably sell, selltransfer, convey, assign, transfer assign and deliver, deliver to the Purchaser (Buyer or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser)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 other than Permitted Liens, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept from the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of Seller, SYC and their respective Subsidiaries as of the Asset Sellers Closing in and to all assets, properties and rights of Seller, SYC and its Subsidiaries that are primarily used or held for use in, to or primarily related to, the Business, wherever located (each, a “Transferred Asset” and undercollectively, the “Transferred Assets”), including the following: (a) all the tangible personal property identified on Schedule 2.1(a) which is dated as of October 9, 2009 (the “Financial Schedules Date”) and the tangible personal property and interests thereintrade fixtures owned by Seller or SYC and located at the Montreal Subleased Property and Salem Leased Property, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other as well as the tangible personal property that is primarily used or held for use in in, or primarily related to, the conduct Business that has been acquired by Seller, SYC and their respective subsidiaries during the period of time between the operation of Financial Schedules Date and the Acquired BusinessClosing (collectively, including the items listed on Schedule 1.2.1(a“Transferred Tangible Property”); (b) all raw materials, work-in-process, finished goods Seller Intellectual Property that (including those in transit), supplies, components, service and replacement parts and other inventories used i) would be infringed or held for resale in the conduct of misappropriated absent a license by the operation of the Acquired Business in the manner conducted prior to the Closing or (ii) was created by any employee of or consultant to the Business, including the Registered Intellectual Property identified on Schedule 2.1(b) (collectively, whether or not identified on Schedule 2.1(b), the “Transferred Intellectual Property”), together with related packaging materialsall 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) subject to Section 1.2.5all contracts identified on Schedule 2.1(c) (collectively, whether or not identified on Schedule 2.1(c), the “Transferred Contracts”), together with all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c)and benefits thereunder; (d) the owned and leased real property listed all Permits identified on Schedule 1.2.1(d2.1(d) (collectively, whether or not identified on Schedule 2.1(d), the “Transferred Permits”), together with all rights thereunder; (e) all accountsclaims, draftsactions, notes causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment, rights of indemnification and all other receivables that relate to similar rights of any kind or nature (the Acquired Business“Transferred Claims”); (f) all rights of the Asset Sellers relating to deposits accounts receivable and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (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 Asset Sellers' causes of action against third parties relating Closing that relate to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties;Business; and (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed assets identified on Schedule 1.2.1(o2.1(h).

Transferred Assets. Upon (i) From the terms Original Closing Date to the Amended and Restated Closing Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Original Closing Date and in existence on any Business Day after the Original Closing Date and prior to the Amended and Restated Closing Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of 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 conditions contained 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 Closing 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”). Until the Receivables Sale Termination Date, Tecumseh HLSS shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser (or upon Depositor, on each Business Day, each Additional Receivable not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon the terms and subject to the conditions contained herein, on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyed, assigned, transferred or deliveredPossession of, and shall cause the Asset Sellers tophysical control over, sellall Transferred Assets; provided, conveyhowever, assign, transfer and deliver, that (a) with respect to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as all Transferred Assets that are located at any facilities that are designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept from the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and Buyer prior to the Closing as permitted “Excluded Leases,” Seller shall assure that (i) all such Transferred Assets are promptly and safely relocated, at Seller’s expense, to a location designated in writing by Buyer and (ii) Buyer or its designees are granted access promptly upon request to all such Transferred Assets; and (b) with respect to the originals of all Business Contracts and files and records included within the Transferred Assets (other than Business Contracts and files and records that are the subject matter of clause (a) of this Agreement Section 7.2.3), it shall be sufficient that, as of the Closing, Buyer have primary control over such Contracts (and Seller shall, at Seller’s expense, maintain and preserve such Contracts and files and records consistent with the terms of the APA and, upon written request from Buyer, deliver possession thereof to Buyer or its designee(s) within 3 Business Days (or earlier if practicable) in a manner mutually-agreed by Seller and Buyer).” (b) The last sentence of Section 3.6.2 of the APA is hereby amended by reference to Section 7.2.3(a) of the APA. 9. For purposes of the APA, the terms “Closing” and “Closing Date” shall be deemed to mean 11:59 pm Eastern Time on the Closing Date. (a) Prior to the Closing, Seller has disclosed to Buyer pursuant to the terms of the APA certain matters described or referenced on Schedule C attached hereto (collectively, the "Transferred Assets"“Pre-Closing Matters”). If Buyer or its Affiliates in its or their sole discretion elect to pursue, including all rightprosecute, title and interest defend, settle, compromise, appeal or take any other action with respect to any of the Asset Sellers inPre-Closing Matters, Seller covenants and agrees, without limitation of any of Seller’s obligations or Buyer’s rights or remedies under the APA, to cooperate in connection therewith (including, without limitation, joining any Proceeding as a plaintiff (subject to clause (b) below) and under: (amemorializing in writing the parties’ common interest privilege) and to pay one-half of all personal property and interests thereinLosses in connection therewith, including machineryprovided, equipmenthowever, diesthat Seller’s obligations under this Paragraph 10(a) shall not exceed $100,000; provided, toolingfurther, moldshowever, suppliesthat all Losses required to be paid by Seller under this Paragraph 10(a) which relate to out of pocket costs or expenses shall be documented. For clarity, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in Buyer shall be entitled to apply the conduct Holdback toward the payment of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(aSeller’s obligations under this Paragraph 10(a);. (b) In the event Buyer elects to pursue a claim relating to a Pre-Closing Matter and desires to add Seller as a plaintiff, Seller and Buyer shall cooperate to select counsel that is reasonably acceptable to both parties, and the parties shall cooperate to jointly prosecute such claim. Subject to Seller’s agreement in Paragraph 10(a) above (relating to cost sharing), Buyer shall bear the costs and expenses of prosecuting such claim (if Buyer elects to continue to prosecute such claim). Buyer shall control such claim (but Seller may engage its own separate counsel at its sole cost and expense). Buyer may not settle any action on behalf of Seller without Seller’s consent, which shall not be unreasonably withheld, conditioned or delayed. Seller may not settle any action without Buyer’s prior written consent in its sole discretion. For clarity, Buyer shall not be responsible for any Losses relating to the defense or assertion by Seller of any counterclaim or cross claim (or similar claim), all raw materialsof which Seller shall be solely responsible for (and none of which shall count toward Seller’s agreement in Paragraph 10(a) above (relating to cost sharing)). 11. Buyer hereby waives Seller’s obligation under Section 7.2.4 of the APA to deliver to Buyer prior to or at Closing the consents contemplated by Item 1 of Schedule 7.2.4 of the Seller’s Disclosure Schedules. 12. For clarity, work-in-processand without limitation of any of Seller’s obligations (or Buyer’s rights and remedies) under the APA, finished goods Seller hereby confirms that any and all Liabilities under the Assumed Leases, including, without limitation, such Liabilities as may arise in connection with (i) the consummation of the Transactions on the Closing Date or (ii) the occupancy or use by Buyer or its designees of the subject premises without the consent of the applicable landlord (but not including Occupancy Payments as defined hereafter with respect to periods after the Closing Date) shall be Retained Liabilities. “Occupancy Payments” shall mean all rents, charges, maintenance (including those in transit), supplies, components, service common area maintenance) fees and replacement parts and other inventories used or held for resale in all utility services associated with the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereofpremises, in each case as of the Closing Date, including lease and rental paymentscase, to the extent due under any Assumed Lease through expiration of the term of any such Lease (so long as Buyer or its designee have not been prevented from using and occupying such premises pursuant to such Assumed Lease) unless and until such time as such Assumed Lease is duly assigned (in accordance with the terms thereof) to Buyer or its designee (or otherwise superseded by agreement between Buyer or its designee and the applicable landlord). During the applicable periods, Occupancy Payments shall be paid by Buyer or its designee to Seller in monthly installments, in advance, no later than five (5) days prior to the first day of the succeeding calendar month (or if such 5th day is not a Business Day, the next succeeding Business Day). Buyer or its designee, as applicable, agrees to perform, fulfill and observe all of terms, covenants and conditions of the Assumed Leases to be performed and observed by the tenant thereunder (other than terms, covenants and conditions relating to the Acquired Business; (g) all use and occupancy, assignment, subletting or license of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that Leases which are transferable; (j) all transferable licenses, permits or other governmental authorizations used Retained Liabilities as described in the conduct first sentence of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(othis Paragraph 12).

Transferred Assets. Upon Pursuant to the terms and subject to the conditions contained hereinset forth in this Agreement, on at the Closing DateClosing, Tecumseh shall, or shall cause to be sold, conveyed, assigned, transferred or delivered(i) Seller will, and shall will cause the Asset Sellers Selling Corporations to, sell, convey, assign, deliver and transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted ExceptionsBuyer, and the Purchaser shall Buyer will purchase, acquire and accept from the Asset Sellersaccept, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of Seller and the Asset Sellers inSelling Corporations in and to the Transferred Assets free and clear of Encumbrances, other than Permitted Encumbrances, and (ii) Seller will cause the Entity Selling Corporations to, sell, convey, assign, deliver and transfer to Buyer, and under: (a) Buyer will purchase, acquire and accept, the Transferred Company Equity Interests, free and clear of all personal property Encumbrances. Accordingly, Seller will, or will cause the other Selling Corporations to, execute and interests thereindeliver at the Closing, including machineryas applicable, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use a general copyright assignment in the conduct form of Exhibit B (the “Copyright Assignment Agreement”), a general domain name assignment in the form of Exhibit C (the “Domain Name Assignment Agreement”), a general assignment and ▇▇▇▇ of sale in the form of Exhibit D (the “General Assignment Agreement”), a trademark and company name license back agreement in respect of the operation “Hercules” trademark and company name in the form of Exhibit E (the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit“Hercules License Agreement”), suppliesan intellectual property, components, service trade secret and replacement parts and other inventories used or held for resale know-how cross-license agreement in the conduct form of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business Exhibit F (the "Assumed Contract Rights"“Intellectual Property Cross-License Agreement”), a general patent assignment in the form of Exhibit G (the “Patent Assignment Agreement”), a general trademark assignment in the form of Exhibit H (the “Trademark Assignment Agreement”), a trademark license back agreement in the form of Exhibit I (the “Trademark License Agreement”), such other instruments of conveyance, assignment and transfer as Buyer and Seller reasonably agree upon and, with respect to Transferred Company Equity Interests that are certificated, certificates representing the Transferred Company Equity Interests (the “Equity Interest Certificates”), duly endorsed by the applicable Entity Selling Corporations for transfer to Buyer or the designated Buyer Corporation (or accompanied by duly executed undated blank stock powers) listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accountswith appropriate transfer stamps, draftsif any, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereofaffixed, in each case as of the Closing Date, including lease and rental payments, to the extent relating convey to the Acquired Business; (g) Buyer all of the Asset Sellers' causes of action against third parties relating Selling Corporations’ right, title and interest in and to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) the Transferred Company Equity Interests. Seller shall bear all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct risk of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior and the Transferred Company Equity Interests (in each case, whether or not covered by insurance) up to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any time of the Fasco Intellectual Property; and (o) Closing, whereupon such risk of loss with respect to the tools Transferred Assets and dies located at Tecumseh's Paris, Tennessee facility used the Transferred Company Equity Interests shall pass to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)Buyer.

Transferred Assets. Upon the terms and subject to the conditions contained herein, Commencing on the Closing Date until the date hereof, pursuant to the Original Receivables Pooling Agreement, the Depositor sold, contributed, assigned and conveyed to the Issuer, and the Issuer purchased and acquired from the Depositor without recourse except as provided in the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” (the “Initial Receivables”), (2) each Receivable (i) in existence on any Business Day after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a “Designated Pool” on the Designated Servicing Agreement Schedule that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date or (ii) in existence on, or on any date after, the related Designation Date of a Pool that becomes a Designated Pool after the Closing Date (the “Additional Receivables”), (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables and Additional Receivables (collectively, the “Original Transferred Assets”) and (4) the Original Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables. Commencing on the date hereof, and until the close of business on the Receivables Sale Termination Date, Tecumseh the Depositor hereby sells, contributes, assigns, transfers and conveys to the Issuer, and the Issuer purchases and acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (x) each Additional Receivable (other than any Excepted Receivable) in and (y) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Additional Receivables (collectively, together with the Original Transferred Assets, the “Transferred Assets”). Until the Receivables Sale Termination Date, the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser Issuer, on each Business Day, each Additional Receivable (or upon other than any Excepted Receivable) not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon On the terms date hereof, the Depositor will sell, contribute, assign and subject convey to the conditions contained hereinIssuer, and the Issuer will purchase and acquire from the Depositor without recourse, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date 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 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, Tecumseh the Depositor shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser Issuer, on each Business Day, each Additional Receivable (or upon other than any Excepted Receivable) not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Issuer and the Purchaser Issuer shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon (i) In accordance with the terms and subject to the conditions contained hereinPurchase Agreement, commencing on the Closing initial Funding Date, Tecumseh shalland until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, or OLS shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliverconvey to HLSS, for a cash purchase price equal to 100% of the Receivable Balance thereof all of OLS’s right, title and interest, whether now owned or hereafter acquired in, to and under, (1) each Advance Receivable (other than any Advance Receivable conveyed to the Purchaser Issuer pursuant to an Assignment and Recognition Agreement in existence on the date of such Assignment and Recognition Agreement (or upon each, an “Existing Receivables”)) in existence on the Purchaser's request, to one or more wholly-owned subsidiaries initial Funding Date that arose under the Servicing Agreements listed as “Designated Servicing Agreements” on the Designated Servicing Agreement Schedule as of the Purchaser initial Funding Date as designated by the Purchaserresult of OLS making Advances under such Servicing Agreements prior to the respective MSR Transfer Dates (the “OLS Initial Receivables”), free (2) each Advance Receivable (other than any Existing Receivables) in existence on any Business Day on and clear 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 Liensmonies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), except for Permitted Exceptionstogether 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 Purchaser shall purchase, acquire Depositor purchases and accept acquires from the Asset SellersHLSS without recourse except as provided herein, all of the assetsHLSS’s right, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) title and businesses, of every kind and description, wherever locatedinterest, whether realnow owned or hereafter acquired, personal or mixedin, tangible or intangibleto and under (1) OLS Initial Receivables, that are owned, leased or licensed by the Asset Sellers (2) each Receivable (other than any Existing Receivables) in existence on any Business Day on and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet initial Funding Date and prior to the Closing Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as permitted by this 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"”). OLS and HLSS hereby affirm that Deferred Servicing Fee Receivables that are ineligible for financing under the Indenture will not be sold or transferred under the Purchase Agreement or hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, including all rightHLSS shall, title automatically and interest of without any further action on its part, sell and/or contribute, assign, transfer and convey to the Asset Sellers inDepositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, Depositor shall purchase each such Additional Receivable together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.

Transferred Assets. Upon On the terms date hereof, Ditech, as receivables seller, will sell, contribute, assign and subject convey to the conditions contained hereinDepositor, and the Depositor will purchase and acquire from Ditech without recourse, all of Ditech’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date with respect to any Pool that 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 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, Tecumseh Ditech shall, or shall cause to be soldautomatically and without any further action on its part, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, conveysell and/or contribute, assign, transfer and deliver, convey to the Purchaser Depositor, on each Business Day, each Additional Receivable (or upon other than any Excepted Receivable) not previously transferred to the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, Depositor and the Purchaser Depositor shall purchase, acquire and accept from the Asset Sellers, purchase each such Additional Receivable together with all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under: (a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c); (d) the owned and leased real property listed on Schedule 1.2.1(d); (e) all accounts, drafts, notes and other receivables that relate to the Acquired Business; (f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, including lease and rental payments, to the extent relating to the Acquired Business; (g) all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (h) all Fasco Intellectual Property; (i) all other proprietary rights and intangible property rights relating to the Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Liabilities or any loss or damage with respect to the other Transferred Assets occurring prior related to the Closing; (n) all goodwill associated with the Acquired Business, including that arising out of or associated with any of the Fasco Intellectual Property; and (o) the tools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o)such Receivable.