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

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all Purchased Assets, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased Assets, as long as no such action shall cause the tax owner of the Purchased Assets not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereof. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets and Purchased Items shall pass to Buyer on and as of the applicable Purchase Date, it being understood and agreed that title passed to Buyer with respect to the Scheduled Assets in and as of the Purchase Dates indicated on Annex II, and Buyer shall have free and unrestricted use of all Purchased Assets, subject, however, subject to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets or Purchased Items or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased AssetsAssets or Purchased Items, as long as no such action shall cause the tax owner of the Purchased Assets not to be the Seller (or the Guarantor, as the case may be), and provided that but no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 4 hereof. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets or Purchased Items delivered to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all each Purchased Assets shall pass to Buyer Purchaser on the applicable related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer Purchaser from engaging engaging, at Purchaser’s sole cost and expense, in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as no such action shall cause all on terms that Purchaser may determine in its sole and absolute discretion, in conformity with the tax owner terms and conditions of the Purchased Asset Documents; provided that if no Event of Default has occurred and is continuing (i) Purchaser may only engage in repurchase transactions or sell, transfer, pledge, repledge, hypothecate or rehypothecate the Purchased Assets to an Eligible Assignee that is not to be the Seller (or the Guarantor, as the case may be)a Prohibited Transferee, and provided that (ii) no such transaction shall relieve Buyer Purchaser of its obligations to transfer the same Purchased Assets to Seller pursuant to Article 3 of this Agreement or of BuyerPurchaser’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereofof this Agreement or otherwise affect the rights, or obligations and remedies of Buyer’s obligations pursuant any party to Article 17 hereofthis Agreement. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Purchaser to segregate any Purchased Assets Asset delivered to Buyer Purchaser by Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an any Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets Items shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all Purchased AssetsItems, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets Items or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased AssetsItems on terms and conditions that shall be in Buyer’s discretion, as long as no such action shall cause the tax owner of the Purchased Assets not to be the Seller (or the Guarantor, as the case may be), and provided that but no such transaction shall relieve Buyer of its obligations to transfer the related Purchased Assets to the applicable Seller pursuant to Article 3 of this Agreement Agreement, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, the applicable Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereof17. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by either Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of either Seller or an Affiliate of either Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all each Purchased Assets Asset shall pass to Buyer Purchaser on the applicable related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer Purchaser from engaging engaging, at Purchaser’s sole cost and expense, in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as no such action shall cause all on terms that Purchaser may determine in its sole and absolute discretion, in conformity with the tax owner terms and conditions of the Purchased Asset Documents; provided that if no Event of Default has occurred and is continuing (i) Purchaser may only engage in repurchase transactions or sell, transfer, pledge, repledge, hypothecate or rehypothecate the Purchased Assets to an Eligible Assignee that is not to be the Seller (or the Guarantor, as the case may be)a Prohibited Transferee, and provided that (ii) no such transaction shall relieve Buyer Purchaser of its obligations to transfer the same Purchased Assets to Seller pursuant to Article 3 of this Agreement or of BuyerPurchaser’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereofof this Agreement or otherwise affect the rights, or obligations and remedies of Buyer’s obligations pursuant any party to Article 17 hereofthis Agreement. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Purchaser to segregate any Purchased Assets Asset delivered to Buyer Purchaser by Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an any Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all each Purchased Assets shall pass to Buyer Purchaser on the applicable related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer Purchaser from engaging engaging, at Purchaser’s sole cost and expense, in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as no such action shall cause all on terms that Purchaser may determine in its sole and absolute discretion in conformity with the tax owner terms and conditions of the Purchased Asset Documents; provided that, unless an Event of Default has occurred and is continuing, without the prior written consent of Seller, (i) Purchaser may not engage in repurchase transactions or sell, transfer, pledge, repledge, hypothecate or rehypothecate the Purchased Assets not to any Disqualified Institutions, (ii) Sellers shall only be required to interface with Purchaser, an Affiliate of Purchaser or an Approved Fund with respect to this Agreement and the Seller Transactions hereunder and Purchaser, such Affiliate or such Approved Fund shall have all authority to enforce remedies and provide consents, waivers or approvals (including, without limitation, approving any Eligible Asset as a Purchased Asset or any extension of the Guarantor, as Availability Period) under this Agreement and to determine the case may be), Market Value for any Purchased Asset under this Agreement and provided that (iii) no such transaction shall relieve Buyer Purchaser of its obligations to transfer the same Purchased Assets to the applicable Seller pursuant to Article 3 of this Agreement or of BuyerPurchaser’s obligation to credit or pay Income to, or apply Income amounts to the obligations of, Seller pursuant to Repurchase Obligation in accordance with Article 5 hereofor otherwise affect the rights, or obligations and remedies of Buyer’s obligations pursuant any party to Article 17 hereofthis Agreement. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Purchaser to segregate any Purchased Assets Asset delivered to Buyer Purchaser by any Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of any Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicableany Seller.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all each Purchased Assets shall pass to Buyer Purchaser on the applicable related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer Purchaser (with the written consent of Collateral Agent) from engaging engaging, at Purchaser’s sole cost and expense, in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as no such action shall cause all on terms that Purchaser (with the tax owner written consent of Collateral Agent) may determine in its sole and absolute discretion, in conformity with the terms and conditions of the Purchased Asset Documents; provided, however, that if no Event of Default has occurred and is continuing (i) Purchaser (with the written consent of Collateral Agent) may only engage in repurchase transactions or sell, transfer, pledge, repledge, hypothecate or rehypothecate the Purchased Assets not to be the Seller an Eligible Assignee, (or the Guarantor, as ii) other than in the case may beof a merger or other fundamental corporate transaction (such as a sale of the applicable business unit), (A) Sellers shall only be required to interface with Parlex 8 USD IE Issuer Designated Activity Company, Parlex 8 GBP IE Issuer Designated Activity Company, Parlex 8 EUR IE Issuer Designated Activity Company, Common Issuer Security Trustee or Banco Santander, S.A. or an Affiliate thereof with respect to this Agreement and provided that the Transactions hereunder and (B) Banco Santander, S.A. or an Affiliate thereof shall retain all authority to enforce remedies and provide consents, waivers or approvals (including, without limitation, approving any Eligible Asset as a Purchased Asset or any extension of the Availability Period) under this Agreement and to determine the Market Value for any Purchased Asset under this Agreement and (iii) no such transaction shall relieve Buyer Purchaser of its obligations to transfer the same Purchased Assets to the applicable Seller pursuant to Article 3 or of Purchaser’s obligation to apply amounts to the Repurchase Obligation in accordance with Article 5 or otherwise affect the rights, obligations and remedies of any party to this Agreement. (b) Seller acknowledges that on the date hereof Purchaser shall pledge the Purchased Asset as security for the Notes issued by Purchaser, but such transaction shall not relieve Purchaser of its obligations to transfer the same Purchased Asset to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereof3. (bc) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Purchaser to segregate any Purchased Assets Asset delivered to Buyer Purchaser by any Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of any Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicableany Seller.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets shall pass to and vest in Buyer on the applicable Purchase DateDates and, and subject to the terms of the Program Documents, Buyer or its designee shall have free and unrestricted use of all Purchased AssetsAssets and be entitled to exercise all rights, subject, however, privileges and options relating to the terms Purchased Assets as the owner thereof, including rights of this Agreementsubscription, conversion, exchange, substitution, voting, consent and approval, and to direct any servicer or trustee. Nothing in this Agreement Buyer or any other Transaction Document shall preclude Buyer from engaging its designee may engage in repurchase transactions with the Purchased Assets or otherwise sellingsell, transferringpledge, pledgingrepledge, repledgingtransfer, hypothecatinghypothecate, or rehypothecating rehypothecate the Purchased Assets, as all on terms that Buyer may determine; provided, that, (i) so long as no such action Event of Default shall cause the tax owner of the Purchased Assets not to be the Seller (or the Guarantorhave occurred and is continuing, as the case may be), and provided that no such transaction shall relieve be with a Disqualified Institution and (ii) no such transaction shall affect the obligations of Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 on each applicable Repurchase Date; provided, further, that Seller shall not be liable for any costs incurred by Buyer in connection with such hypothecation. In the event Buyer engages in a repurchase transaction with any of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereof. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or otherwise pledges or hypothecates any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained hereinPurchased Assets, Buyer shall be permitted have the right to freely sell, transfer or hypothecate assign to Buyer’s counterparty any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be applicable representations or warranties herein and the Seller (or the Guarantorremedies for breach thereof, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations they relate to transfer the Purchased Assets that are subject to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicablesuch repurchase transaction.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all each Purchased Assets shall pass to Buyer Purchaser on the applicable related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer Purchaser from engaging at Purchaser’s sole cost and expense, in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as no such action shall cause all on terms that Purchaser may determine in its sole and absolute discretion, in conformity with the tax owner terms and conditions of the Purchased Assets not to be the Seller (Asset Documents including eligibility requirements, qualified transferee requirements or the Guarantor, as the case may be), and like; provided that if no Event of Default has occurred and is continuing and subject to Article 20(b) hereof (i) Purchaser may only engage in repurchase transactions or sell, transfer, pledge, repledge, hypothecate or rehypothecate the Purchased Assets, in each case, in connection with hypothecation or rehypothecation transactions and (ii) no such transaction shall relieve Buyer Purchaser of its obligations to transfer the same Purchased Assets to Seller pursuant to Article 3 of this Agreement or of BuyerPurchaser’s obligation to credit or pay Income to, or apply Income amounts to the obligations of, Seller pursuant to Repurchase Obligations in accordance with Article 5 hereofor otherwise affect the rights, or obligations and remedies of Buyer’s obligations pursuant any party to Article 17 hereofthis Agreement. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Purchaser to segregate any Purchased Assets Asset delivered to Buyer Purchaser by Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an any Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title Except as provided in Article 22(g) (for U.S. federal, state and local income tax purposes), title to all each Purchased Assets Asset shall pass to Buyer Purchaser on the applicable related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer Purchaser from engaging in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as no such action shall cause the tax owner of the Purchased Assets not to be the Seller (or the Guarantorall on terms that Purchaser may determine in its sole discretion, as the case may be), and provided that but no such transaction shall relieve Buyer Purchaser of its obligations to transfer the same Purchased Assets to the applicable Seller pursuant to Article 3 of this Agreement or of BuyerPurchaser’s obligation to credit or pay Income to, or apply Income to the obligations of, each Seller pursuant to Article 5 hereofor otherwise affect the rights, obligations and remedies of any party to this Agreement, including, without limitation, each Seller’s rights under Article 3(d). Notwithstanding the foregoing, so long as no Event of Default exists at such time, unless any Seller otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or of Buyer’s obligations pursuant delayed), Purchaser shall not enter into repurchase transactions or otherwise sell, transfer, pledge, repledge, hypothecate or rehypothecate any Purchased Assets to Article 17 hereofany Person that is a Prohibited Transferee and not an Eligible Assignee. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Purchaser to segregate any Purchased Assets Asset delivered to Buyer Purchaser by any Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of any Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicableany Seller.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all Purchased Assets, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased Assets, as long as no such action shall cause the tax owner of the Purchased Assets not to be the Seller (or the Guarantor, as the case may be), and provided that but no such transaction shall relieve Buyer of its obligations to transfer the identical Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof; (ii) the Purchased Assets shall at all times be subject to the terms and conditions of this Agreement and the terms of the Purchased Asset Documents; and (iii) any such sale, transfer, pledge, repledge, hypothecation or of Buyer’s obligations pursuant rehypothecation will not result in any internal costs to Article 17 hereofSeller. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income except to the obligations of, Seller pursuant to extent permitted by Buyer in accordance with Article 5 7(b) hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all each Purchased Assets shall pass to Buyer Purchaser on the applicable related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer Purchaser from engaging engaging, at Purchaser’s sole cost and expense, in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as no such action shall cause all on terms that Purchaser may determine in its sole and absolute discretion, in conformity with the tax owner terms and conditions of the Purchased Asset Documents, provided that (i) unless an Event of Default has occurred and is continuing, Purchaser may only engage in repurchase transactions or sell, transfer, pledge, repledge, hypothecate or rehypothecate the Purchased Assets to a Person that is not to be the Seller (a Prohibited Transferee or the Guarantor, as the case may be)a Borrower or any Affiliate thereof, and provided that (ii) no such transaction shall relieve Buyer Purchaser of its obligations to transfer the same Purchased Assets to Seller pursuant to Article 3 of this Agreement or of BuyerPurchaser’s obligation to credit or pay Income Net Cash Flow to, or apply Income Net Cash Flow to the obligations of, Seller pursuant to Article 5 hereofof this Agreement or otherwise affect the rights, or obligations and remedies of Buyer’s obligations pursuant any party to Article 17 hereofthis Agreement. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Purchaser to segregate any Purchased Assets Asset delivered to Buyer Purchaser by Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an any Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title Other than for U.S. tax purposes, title to all Purchased Assets shall pass to and vest in Buyer on the applicable Purchase DateDates and, and subject to the terms of the Program Documents, Buyer or its designee shall have free and unrestricted use of all Purchased AssetsAssets and be entitled to exercise all rights, privileges and options relating to the Purchased Assets as the owner thereof, including rights of subscription, conversion, exchange, substitution, voting, consent and approval, and to direct any servicer or trustee, subject, however, to the terms of this AgreementAgreement and the Purchased Asset Documents. Nothing in this Agreement Buyer or any other Transaction Document shall preclude Buyer from engaging its designee may engage in repurchase transactions with the Purchased Assets or otherwise sellingsell, transferringpledge, pledgingrepledge, repledgingtransfer, hypothecatinghypothecate, or rehypothecating rehypothecate the Purchased Assets, as long as no such action shall cause the tax owner of the Purchased Assets not to be the Seller all on terms that Buyer may determine; provided, that (or the Guarantor, as the case may be), and provided that i) no such transaction shall relieve affect the obligations of Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 on each applicable Repurchase Date; (ii) that Seller shall not be liable for any costs incurred by Buyer in connection with such hypothecation, and (iii) if no Event of this Agreement Default has occurred and is continuing (x) Buyer may only engage in repurchase transactions with the Purchased Assets with, or of Buyer’s obligation to credit otherwise sell, pledge, repledge, transfer, hypothecate, or pay Income rehypothecate the Purchased Assets to, or apply Income an Eligible Assignee, and (y) Seller shall only be required to the obligations ofinterface with MUFG Bank, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereof. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller Ltd. or an Affiliate of Seller. thereof with respect to this Agreement and the Transactions hereunder and MUFG Bank, Ltd. or an Affiliate thereof shall retain all authority to enforce remedies and provide consents, waivers or approvals (c) the Seller (and its Affiliates) shall not give notice of assignment to including, without limitation, approving any underlying borrower Eligible Asset as a Purchased Asset or other obligor without the prior written consent any extension of the Availability Period) under this Agreement and to determine the Market Value for any Purchased Asset under this Agreement. In the event Buyer and engages in a repurchase transaction with any of the parties agree and acknowledge that for Purchased Assets or otherwise pledges or hypothecates any of the limited purposes of English law that the assignment contained in this clause is intended to take effect only Purchased Assets as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained hereinpermitted hereunder, Buyer shall be permitted have the right to freely sell, transfer or hypothecate assign to Buyer’s counterparty any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be applicable representations or warranties herein and the Seller (or the Guarantorremedies for breach thereof, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations they relate to transfer the Purchased Assets that are subject to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicablesuch repurchase transaction.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all each Purchased Assets shall pass to Buyer Purchaser on the applicable related Purchase Date, and Buyer Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer Purchaser from engaging in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as all on terms that Purchaser may determine in its sole and absolute discretion, subject to the rights of Seller hereunder; provided, however, that if no such action Event of Default has occurred and is continuing (i) Purchaser shall cause the tax owner of not sell, transfer, pledge, repledge, hypothecate or rehypothecate the Purchased Assets not to be the Seller any Person other than a Permitted Transferee, (or the Guarantor, as the case may be), and provided that ii) no such transaction shall relieve Buyer Purchaser of its obligations hereunder, including the obligation to transfer the Purchased Assets to Seller pursuant on their respective Repurchase Dates free and clear of any pledge Lien, security interest, encumbrance, charge or other adverse claim, (iii) except as provided in Article 20(b), Seller shall continue to Article 3 of this Agreement deal solely and directly with Purchaser in connection with Purchaser’s rights and obligations under the Transaction Documents, and (iv) no such transaction shall increase the liabilities or of Buyer’s obligation to credit or pay Income toobligations, or apply Income to decrease the obligations ofrights of Seller hereunder, Seller pursuant to Article 5 hereof, or of Buyerwithout Seller’s obligations pursuant to Article 17 hereofwritten consent. (b) Nothing Subject to the terms and conditions of the Custodial Agreement and the Servicing Agreement, nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Purchaser to segregate any Purchased Assets Asset delivered to Buyer Purchaser by Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an any Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets Items shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all Purchased AssetsItems, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other Transaction Document shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets Items or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased AssetsItems on terms and conditions that shall be in Buyer’s discretion (other than in the case of a repurchase transaction, as sale, transfer, pledge, repledge, hypothecation, or rehypothecations to a Prohibited Transferee, which shall be subject to the consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), so long as no such action Default or Event of Default has occurred and is continuing, in which case Seller’s consent shall cause the tax owner of the Purchased Assets not to be the Seller (or the Guarantor, as the case may berequired), and provided that but no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement Agreement, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereof. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all Purchased Assets, subject, however, to the terms of this AgreementAgreement and the Purchased Asset Documents. Nothing in this Agreement or nor any other Transaction Document shall preclude Buyer or its designee from engaging in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets, as long as no all on terms that Buyer may determine in its discretion; provided, that (i) Buyer shall retain control and authority over its rights and obligations under the Transaction Documents and/or under any Transaction, (ii) any such action sale, pledge, repledge, transfer, hypothecation or rehypothecation shall cause the tax owner of the Purchased Assets be to an Eligible Assignee and shall not be to be the Seller a Prohibited Transferee, (or the Guarantor, as the case may be), and provided that iii) no such transaction shall relieve affect the obligations of Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 on the applicable Repurchase Date (or Early Repurchase Date or Early Facility Termination Date, as applicable) free and clear of this Agreement any pledge, Lien, security interest, encumbrance, charge or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, other adverse claim and (iv) Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereofshall have no liability for any costs incurred by Buyer in connection with any such transaction. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset Documents shall remain in the custody of Seller or an Affiliate of Seller. (c) Seller other than pursuant to the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent terms of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicableCustodial Agreement.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all each Purchased Assets shall pass to Buyer the applicable Purchaser on the applicable related Purchase Date, and Buyer such Purchaser shall have free and unrestricted use of all each Purchased AssetsAsset, subject, however, to the terms of this Agreement. Nothing in this Agreement or any other 61 Transaction Document shall preclude Buyer any Purchaser (with the written consent of, or at the direction of, Realisation Agent) from engaging engaging, at such Purchaser’s sole cost and expense, in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, hypothecating or rehypothecating the Purchased Assets, as long as no such action shall cause all on terms that the tax owner applicable Purchaser (with the written consent of, or at the direction of, Realisation Agent) may determine in its sole and absolute discretion, in conformity with the terms and conditions of the Purchased Asset Documents; provided that if no Event of Default has occurred and is continuing (i) the applicable Purchaser (with the written consent of, or at the direction of, Realisation Agent) may only engage in repurchase transactions or sell, transfer, pledge, repledge, hypothecate or rehypothecate the Purchased Assets to a Qualified Transferee that is not to be the Seller (a Direct Competitor or the Guarantor, as the case may be)a Borrower or an Affiliate of a Borrower, and provided that (ii) no such transaction shall relieve Buyer the applicable Purchaser of its obligations to transfer the same Purchased Assets to the applicable Seller pursuant to Article 3 of this Agreement or of Buyerthe applicable Purchaser’s obligation to credit or pay Income to, or apply Income amounts to the Repurchase Obligation in accordance with Article 5 or otherwise affect the rights, obligations ofand remedies of any party to this Agreement. (b) Sellers acknowledges that on the date hereof Purchasers shall pledge the Purchased Assets as security for the Notes issued by Purchasers, but such transaction shall not relieve any Purchaser of its obligations to transfer the same Purchased Asset to the applicable Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereof3. (bc) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer any Purchaser to segregate any Purchased Assets Asset delivered to Buyer such Purchaser by any Seller. Notwithstanding anything Except to the contrary extent expressly set forth in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of any Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicableany Seller.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets shall pass to Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all Purchased Assets, subject, however, to the terms of this Agreement. Nothing in this Agreement or nor any other Transaction Document shall preclude Buyer or its designee from engaging in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets, as long as no all on terms that Buyer may determine in its discretion; provided, that (i) any such action sale, pledge, repledge, transfer, hypothecation or rehypothecation shall cause the tax owner of the Purchased Assets not be to be the Seller an Eligible Assignee, (or the Guarantor, as the case may be), and provided that ii) no such transaction shall relieve affect the obligations of Buyer of its obligations to transfer the Purchased Assets to Seller on the applicable Repurchase Date (or Early Repurchase Date) free and clear of any pledge, Lien, security interest, encumbrance, charge or other adverse claim, or materially diminish or materially adversely affect the rights, or materially increase any duties or obligations, of Seller, Servicer or any of their respective Affiliates under the Transaction Documents (or otherwise modify any of the terms and provisions of the Transaction Documents) and (iii) Seller shall have no liability for any costs incurred by Buyer in connection with any such transaction. In addition, in the event that any such Eligible Assignee shall accede to the rights and obligations of Buyer with respect to any Purchased Asset and the Custodian terminates the Custodial Agreement pursuant to Article 3 of this Agreement or of Buyer’s obligation Section 4.04 thereof with respect to credit or pay Income such Purchased Asset, such Eligible Assignee shall enter into a new custodial arrangement with respect to such Purchased Asset with a custodian other than Custodian and Seller on terms, vis-à-vis Seller, substantially similar to, or apply Income and no less favorable in any material respect to Seller than, those set forth in the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17 hereofCustodial Agreement. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer to segregate any Purchased Assets delivered to Buyer by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset Documents shall remain in the custody of Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.

SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS. (a) Title to all Purchased Assets shall pass to Buyer Administrative Agent, on behalf of Buyers, on the applicable Purchase Date, and Buyer Administrative Agent shall have free and unrestricted use of all Purchased AssetsAssets (other than for U.S. federal, state and local and foreign income and franchise Tax purposes as more fully described in Article 21(g)), subject, however, to the terms of this Agreement. Nothing Subject to the provisions of Article 17 and Article 21(g), nothing in this Agreement or any other Transaction Document shall preclude Buyer Administrative Agent from engaging in repurchase transactions with the Purchased Assets or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased Assets, in each case, with Eligible Assignees, as long as no such action shall cause the tax owner of the Purchased Assets not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer Administrative Agent of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s the obligation of Administrative Agent to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations the obligation of Administrative Agent pursuant to Article 17 hereof. (b) Nothing contained in this Agreement or any other Transaction Document shall obligate Buyer Administrative Agent to segregate any Purchased Assets delivered to Buyer Administrative Agent by Seller. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Asset shall remain in the custody of Seller or an Affiliate of Seller. (c) the Seller (and its Affiliates) shall not give notice of assignment to any underlying borrower or other obligor without the prior written consent of the Buyer Administrative Agent and the parties agree and acknowledge that for the limited purposes of English law that the assignment contained in this clause is intended to take effect only as an equitable assignment unless the Buyer Administrative Agent otherwise agrees or directs. Notwithstanding any other provision contained herein, Buyer shall be permitted to freely sell, transfer or hypothecate any Purchased Asset to any Affiliate of Buyer, so long as no such action shall cause the tax owner of the Purchased Asset not to be the Seller (or the Guarantor, as the case may be), and provided that no such transaction shall relieve Buyer of its obligations to transfer the Purchased Assets to Seller pursuant to Article 3 of this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Article 5 hereof, or of Buyer’s obligations pursuant to Article 17(b), (c), or (d), as applicable.