Common use of Effect of Payment of Initial Purchase Price or Fulfilment of Conditions Clause in Contracts

Effect of Payment of Initial Purchase Price or Fulfilment of Conditions. The parties hereto acknowledge that the effect of either the payment to the Seller by the Mortgages Trustee of the Initial Purchase Price on the relevant Assignment Date or, if no Initial Purchase Price is payable on such date, the confirmation from the Seller of the fulfilment of the conditions referred to in Clauses 4.2 (Conditions to Effecting an Assignment of New Mortgage Loans) and the delivery to each Funding Security Trustee of the documents referred to in Clause 4.4 (Closing and Conditions Precedent) on such date, will be the assignment and transfer to the Mortgages Trustee of the beneficial ownership of, and all of the Seller's beneficial right, title, interest and benefit in and to, the New Mortgage Portfolio subject to the terms and provisions of the Mortgages Trust Deed. Upon payment to the Seller by the Mortgages Trustee of the Initial Purchase Price on the relevant Assignment Date or, if no Initial Purchase Price is payable on such date, upon receipt of confirmation from the Seller of the fulfilment of the conditions referred to in Clauses 4.2 (Conditions to Effecting an Assignment of New Mortgage Loans), the fact that any of the conditions referred to in Clause 4.2 (Conditions to Effecting an Assignment of New Mortgage Loans) may not have been satisfied or waived, or any of the conditions precedent set out in Clause 4.4 (Closing and Conditions Precedent) have not been delivered or waived, shall not prevent the sale and assignment of the New Mortgage Portfolio to the Mortgages Trustee on the relevant Assignment Date (or prevent any Scottish Trust Deed from taking effect) and any unsatisfied conditions precedent shall be deemed to have been waived. The foregoing is without prejudice to all of the rights and remedies of the Mortgages Trustee against the Seller, including without limitation, all claims for breach of Representation and Warranty. Each such assignment and transfer will be perfected upon the occurrence of any of the events set forth in Clause 6 (Perfection of the Assignment) and the transfer and assignation to the Mortgages Trustee of legal title to such New Mortgage Portfolio in accordance with Clause 6 (Perfection of the Assignment).

Effect of Payment of Initial Purchase Price or Fulfilment of Conditions. The parties hereto acknowledge that the effect of either the payment to the Seller by the Mortgages Trustee of the Initial Purchase Price on the relevant Assignment Date or, if no Initial Purchase Price is payable on such date, the confirmation from the Seller of the fulfilment of the conditions referred to in Clauses 4.2 (Conditions to Effecting an Assignment of New Mortgage Loans) and the delivery to each Funding the Security Trustee of the documents referred to in Clause 4.4 (Closing and Conditions Precedent) on such date, will be the assignment and transfer to the Mortgages Trustee of the beneficial ownership of, and all of the Seller's beneficial right, title, interest and benefit in and to, the New Mortgage Portfolio subject to the terms and provisions of the Mortgages Trust Deed. Upon payment to the Seller by the Mortgages Trustee of the Initial Purchase Price on the relevant Assignment Date or, if no Initial Purchase Price is payable on such date, upon receipt of confirmation from the Seller of the fulfilment of the conditions referred to in Clauses 4.2 (Conditions to Effecting an Assignment of New Mortgage Loans), the fact that any of the conditions referred to in Clause 4.2 (Conditions to Effecting an Assignment of New Mortgage Loans) may not have been satisfied or waived, or any of the conditions precedent set out in Clause 4.4 (Closing and Conditions Precedent) have not been delivered or waived, shall not prevent the sale and assignment of the New Mortgage Portfolio to the Mortgages Trustee on the relevant Assignment Date (or prevent any Scottish Trust Deed from taking effect) and any unsatisfied conditions precedent shall be deemed to have been waived. The foregoing is without prejudice to all of the rights and remedies of the Mortgages Trustee against the Seller, including without limitation, all claims for breach of Representation and Warranty. Each such assignment and transfer will be perfected upon the occurrence of any of the events set forth in Clause 6 (Perfection of the Assignment) and the transfer and assignation to the Mortgages Trustee of legal title to such New Mortgage Portfolio in accordance with Clause 6 (Perfection of the Assignment).