Common use of HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS Clause in Contracts

HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. Title to all Purchased Assets and Purchased Items shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased Assets and Purchased Items, subject to Sellers’ right to repurchase the Purchased Assets upon payment of the Repurchase Price and any other amounts due hereunder with respect thereto. Buyer may, in its sole discretion and without the consent of Sellers, engage in repurchase transactions with the Purchased Assets or otherwise pledge, repledge, transfer, hypothecate, rehypothecate, or assign all of its right, title and interest or grant a security interest in any Purchased Assets sold by Sellers hereunder and all rights of Buyer under this Agreement, the Electronic Tracking Agreement and/or the Custodial Agreement, in respect of such Purchased Assets to Assignee. It is anticipated that such assignment to Assignee will be made by Buyer, and each Seller hereby irrevocably consents to such assignment. No notice of such assignment shall be given by Buyer to Sellers. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Sellers. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, Buyer shall have the right to assign to Buyer’s counterparty any of the applicable representations or warranties in Schedule 1 to this Agreement and the remedies for breach thereof, as they relate to the Purchased Assets that are subject to such repurchase transaction.

HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. Title to all each Purchased Assets and Purchased Items shall pass to Buyer Purchaser on the related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased Assets and Purchased ItemsAsset, subject subject, however, to Sellers’ right to repurchase the Purchased Assets upon payment terms of the Repurchase Price and this Agreement. Nothing in this Agreement or any other amounts due hereunder with respect thereto. Buyer mayTransaction Document shall preclude Purchaser from engaging, in its at Purchaser’s sole discretion cost and without the consent of Sellersexpense, engage in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating or rehypothecating the Purchased Assets, all on terms that Purchaser may determine in its sole and absolute discretion in conformity with the terms and conditions of the Purchased Asset Documents including eligibility requirements, qualified transferee requirements or the like; provided that, so long as no monetary Default, material non-monetary Default or Event of Default exists, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed) (i) Purchaser may not engage in repurchase transactions or sell, transfer, pledge, repledge, transfer, hypothecate, rehypothecate, hypothecate or assign all of its right, title and interest or grant a security interest in any Purchased Assets sold by Sellers hereunder and all rights of Buyer under this Agreement, rehypothecate the Electronic Tracking Agreement and/or the Custodial Agreement, in respect of such Purchased Assets to Assignee. It is anticipated that any Direct Competitor or to any Affiliate of a Borrower under the Purchased Asset Documents to the extent readily identifiable as such assignment to Assignee will be made by Buyeron the basis of its name, and each Seller hereby irrevocably consents to such assignment. No notice of such assignment shall be given by Buyer to Sellers. Nothing contained (ii) Purchaser may only engage in this Agreement shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Sellers. In the event Buyer engages in a repurchase transaction with any of transactions or sell, transfer, pledge, charge, mortgage, repledge, hypothecate or rehypothecate the Purchased Assets to a Qualified Transferee, (iii) unless a default, event of default or otherwise pledges similar event has occurred under any such transaction, Seller shall only be required to interface with Purchaser with respect to the Transaction Documents and Barclays Bank PLC or hypothecates any of an Affiliate thereof shall retain all decision-making authority and discretion under the Purchased Assets, Buyer shall have the right to assign to Buyer’s counterparty any of the applicable representations or warranties in Schedule 1 to this Agreement and the remedies for breach thereof, as they relate Transaction Documents with respect to the Purchased Assets that are subject and (iv) no such sale, transfer, pledge, repledge, hypothecation or rehypothecation transaction shall relieve Purchaser of its obligations to such repurchase transactiontransfer the same Purchased Assets to Seller pursuant to Article 3 or of Purchaser’s obligation to apply amounts to the Repurchase Obligations in accordance with Article 5 or otherwise affect the rights, obligations and remedies of any party to this Agreement.

HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. Title to all the Purchased Assets and Purchased Items shall pass to Buyer Administrative Agent for the benefit of Buyers and Buyer Buyers shall have free and unrestricted use of all Purchased Assets and Purchased Items, subject to Sellers’ right to repurchase the Purchased Assets upon payment of the Repurchase Price and Assets. Nothing in this Agreement shall preclude any other amounts due hereunder with respect thereto. Buyer may, in its sole discretion and without the consent of Sellers, engage from engaging in repurchase transactions with the Purchased Assets, Repurchase Assets and/or the related interest in the Underlying Assets or otherwise pledgepledging, repledgerepledging, transfertransferring, hypothecate, rehypothecatehypothecating, or assign all of its rightrehypothecating the Purchased Assets, title and interest or grant a security Repurchase Assets and/or the related interest in any the Underlying Assets; provided that, unless an Event of Default shall have occurred and be continuing, no such transaction shall affect the obligations of Administrative Agent on behalf of Buyers to transfer the Purchased Assets, Repurchase Assets and Underlying Assets, as applicable, to Seller on the applicable Repurchase Date or the obligation of the Servicers to deposit Income arising from the Purchased Assets sold into the Collection Account pursuant to Section 5(b) hereof; provided, further, that Seller shall not be liable for any costs incurred by Sellers hereunder Administrative Agent or any Buyer in connection with such transactions. Administrative Agent and all rights Buyers shall have the right to assign any applicable Asset Representations and Warranties in connection with any repurchase transaction or other pledge or hypothecation any of Buyer under this Agreement, the Electronic Tracking Agreement and/or the Custodial Agreement, in respect of such Purchased Assets to Assignee. It is anticipated that such assignment to Assignee will be made by Buyerand/or Underlying Assets, and each Seller hereby irrevocably consents to counterparty under any such assignment. No notice of such assignment repurchase transaction shall be given a repledgee as contemplated by Buyer to SellersSection 9-207 and Section 9-623 of the UCC. Nothing contained in this Agreement shall obligate Buyer Administrative Agent or Buyers to segregate any the Purchased Assets delivered to Buyer Administrative Agent or Buyers by Sellers. In the event Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, Buyer shall have the right to assign to Buyer’s counterparty any of the applicable representations or warranties in Schedule 1 to this Agreement and the remedies for breach thereof, as they relate to the Purchased Assets that are subject to such repurchase transactionSeller Party.

HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. Title to all Purchased Assets and Purchased Items shall pass to the Buyer and the Buyer shall have free and unrestricted use of all Purchased Assets and Purchased Items, subject to the Sellers’ right to repurchase the Purchased Assets upon payment of the Repurchase Price and any other amounts due hereunder with respect thereto. The Buyer may, in its sole discretion and without the consent of the Sellers, engage in repurchase transactions with the Purchased Assets or otherwise pledge, repledge, transfer, hypothecate, rehypothecate, or assign all of its right, title and interest or grant a security interest in any Purchased Assets sold by the Sellers hereunder and all rights of the Buyer under this Agreement, the Electronic Tracking Agreement and/or the Custodial Agreement, in respect of such Purchased Assets to Assignee. It is anticipated that such assignment to Assignee will be made by the Buyer, and each Seller hereby irrevocably consents to such assignment. No notice of such assignment shall be given by the Buyer to the Sellers. Nothing contained in this Agreement shall obligate the Buyer to segregate any Purchased Assets delivered to the Buyer by the Sellers. In the event the Buyer engages in a repurchase transaction with any of the Purchased Assets or otherwise pledges or hypothecates any of the Purchased Assets, the Buyer shall have the right to assign to the Buyer’s counterparty any of the applicable representations or warranties in Schedule 1 to this Agreement and the remedies for breach thereof, as they relate to the Purchased Assets that are subject to such repurchase transaction.