Common use of Transfers between Trusts Clause in Contracts

Transfers between Trusts. (a) Where a transfer of Assets is to occur between Trusts (whether between two Warehouse Trusts, between a Warehouse Trust and a Trust which is Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- not a Warehouse Trust, or between two Trusts neither of which is a Warehouse Trust), the provisions of this clause 11.7 apply. (b) The transfer may take place under a Sale Notice, under a relevant Supplementary Terms Notice, or by such other method as the Trustee and the Manager may determine. The information and timing of that transfer and the delivery of that Sale Notice or any other document will be as agreed between the Trustee and the Manager. (c) Subject to payment of the agreed Purchase Price (as adjusted in accordance with the terms of the sale), the Trustee in its capacity as trustee of a Trust will hold automatically by virtue of this Deed and without any further act or instrument or other thing being done or brought into existence, the benefit of all Receivable Rights transferred to it by the Trustee in its capacity as trustee of another Trust (together with the benefit of all Support Facilities which the Trustee and the Manager agree are to be transferred, and all other rights and entitlements relating to the relevant Receivables). The Trustee will hold the Receivables so acquired as trustee of the Trust which acquires those Receivable Rights and no longer as the trustee of the Trust which disposed of the Receivable Rights. (d) The Sale Notice, Supplementary Terms Notice or other method of transfer (as the case may be) may, if so agreed between the Trustee and the Manager, provide: (i) that the Manager, the Servicer or the Approved Seller of the Assets which are the subject of the transfer shall give for the benefit of the acquiring Trust specified representations, warranties and undertakings in relation to the Assets; and (ii) for the effect of any breach of a representation, warranty or undertaking referred to in sub-paragraph (i), provided that neither the giving of such representations, warranties or undertakings nor the effect of breaching any of them adversely affects the rating of a Rated Trust. (e) Following a transfer between Trusts, each of: (i) the Trustee in its capacity as trustee of the Trust which transfers the relevant Receivable Rights (the Old Trust); (ii) the Trustee in its capacity as trustee of the Trust which acquires the relevant Receivable Rights (the New Trust); and (iii) the relevant Approved Seller, agrees that with effect from the date of transfer of the relevant Receivable Rights the rights and obligations as between the Approved Seller and the Trustee in its capacity as trustee of the Old Trust will be novated, and enjoyed by, the Approved Seller and the Trustee in its capacity as trustee of the New Trust as between themselves (without the need for further action on the part of any person). The Approved Seller and the Trustee in its capacity as trustee of the Old Trust shall, as between themselves, cease from that date to owe any obligations or hold any rights as between themselves unless accrued before the transfer. (f) Where Assets of a Trust which are transferred to another Trust are subject to a Trust Back, that Trust Back is dealt with in accordance with clause 12.4(j). (g) Following a transfer of Assets between Trusts, the Manager shall calculate, and notify the Trustee of, the amount of: (i) any accrued interest under the relevant Receivables that may be due from the New Trust to the Old Trust at any time; and (ii) any repaid or prepaid principal under the relevant Receivables that may be due from the Old Trust to the New Trust, Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- in accordance with the provisions (if any) of the relevant Supplementary Terms Notice or Sale Notice. The Manager directs the Trustee (as Trustee of the Trust with any obligation under this paragraph (g)) to pay any amount so calculated to the other relevant Trust as an adjustment to the corresponding purchase price, in accordance with the relevant Supplementary Terms Notice.

Transfers between Trusts. (a) Where a transfer of Assets is to occur between Trusts (whether between two Warehouse Trusts, between a Warehouse Trust and a Trust which is Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- not a Warehouse TrustTrusts, or between two Trusts neither of which is a Warehouse Trust), the provisions of this clause 11.7 7.7 apply. (b) The transfer may take place under a Sale Notice, under a relevant Supplementary Terms Series Notice, or by such other method as the Trustee and the Trust Manager may determine. The information and timing of that transfer and the delivery of that Sale Notice or any other document will be as agreed between the Trustee and the Trust Manager. (c) Subject to payment of the agreed Purchase Price (as adjusted in accordance with the terms of the sale), the Trustee in its capacity as trustee of a Trust will hold automatically by virtue of this Deed deed and without any further act or instrument or other thing being done or brought into existence, the benefit of all Receivable Rights transferred to it by the Trustee in its capacity as trustee of another Trust (together with the benefit of all Support Facilities which the Trustee and the Trust Manager agree are to be transferred, and all other rights and entitlements relating to the relevant Receivables). The Trustee will hold the Receivables so acquired as trustee of the Trust which acquires those Receivable Rights and no longer as the trustee of the Trust which disposed of the Receivable Rights. (d) The Sale Notice, Supplementary Terms Series Notice or other method of transfer (as the case may be) may, if so agreed between the Trustee and the Trust Manager, provide: (i) that the Trust Manager, the Servicer or the Approved Seller of the Assets which are the subject of the transfer shall give for the benefit of the acquiring Trust specified representations, warranties and undertakings in relation to the Assets; and (ii) for the effect of any breach of a representation, warranty or undertaking referred to in sub-paragraph (i), provided that neither the giving of such representations, warranties or undertakings nor the effect of breaching any of them adversely affects the rating of a Rated Trust. (e) Following a transfer between Trusts, each of: (i) the Trustee in its capacity as trustee of the Trust which transfers the relevant Receivable Rights (the Old Trust); (ii) the Trustee in its capacity as trustee of the Trust which acquires the relevant Receivable Rights (the New Trust); and (iii) the relevant Approved Seller, agrees that with effect from the date of transfer of the relevant Receivable Rights the rights and obligations as between the Approved Seller and the Trustee in its capacity as trustee of the Old Trust will be novated, and enjoyed by, the Approved Seller and the Trustee in its capacity as trustee of the New Trust as between themselves (without the need for further action on the part of any person). The Approved Seller and the Trustee in its capacity as trustee of the Old Trust shall, as between themselves, cease from that date to owe any obligations or hold any rights as between themselves unless accrued before the transferthemselves. (f) Where Assets of a Trust which are transferred to another Trust are subject to a Trust Back, that Trust Back is dealt with in accordance with clause 12.4(j8.4(j). (g) Following a transfer of Assets between Trusts, the Trust Manager shall calculate, and notify the Trustee of, the amount of: (i) any accrued interest under the relevant Receivables that may be due from the New transferee Trust to the Old transferor Trust at any time; and (ii) any repaid or prepaid principal under the relevant Receivables that may be due from the Old Trust to the New Trust, Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- in accordance with the provisions (if any) of the relevant Supplementary Terms Notice or Sale Notice. The Manager directs the Trustee (as Trustee of the Trust with any obligation under this paragraph (g)) to pay any amount so calculated to the other relevant Trust as an adjustment to the corresponding purchase price, in accordance with the relevant Supplementary Terms Notice.

Transfers between Trusts. (a) Where a transfer of Assets is to occur between Trusts (whether between two Warehouse Trusts, between a Warehouse Trust and a Trust which is Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- not a Warehouse TrustTrusts, or between two Trusts neither of which is a Warehouse Trust), the provisions of this clause 11.7 7.7 apply. (b) The transfer may take place under a Sale Notice, under a relevant Supplementary Terms Series Notice, or by such other method as the Trustee and the Trust Manager may determine. The information and timing of that transfer and the delivery of that Sale Notice or any other document will be as agreed between the Trustee and the Trust Manager. (c) Subject to payment of the agreed Purchase Price (as adjusted in accordance with the terms of the sale), the Trustee in its capacity as trustee of a Trust will hold automatically by virtue of this Deed deed and without any further act or instrument or other thing being done or brought into existence, the benefit of all Receivable Rights transferred to it by the Trustee in its capacity as trustee of another Trust (together with the benefit of all Support Facilities which the Trustee and the Trust Manager agree are to be transferred, and all other rights and entitlements relating to the relevant Receivables). The Trustee will hold the Receivables so acquired as trustee of the Trust which acquires those Receivable Rights and no longer as the trustee of the Trust which disposed of the Receivable Rights. (d) The Sale Notice, Supplementary Terms Series Notice or other method of transfer (as the case may be) may, if so agreed between the Trustee and the Trust Manager, provide: (i) that the Trust Manager, the Servicer or the Approved Seller of the Assets which are the subject of the transfer shall give for the benefit of the acquiring Trust specified representations, warranties and undertakings in relation to the Assets; and (ii) for the effect of any breach of a representation, warranty or undertaking referred to in sub-paragraph (i), provided that neither the giving of such representations, warranties or undertakings nor the effect of breaching any of them adversely affects the rating of a Rated Trust. (e) Following a transfer between Trusts, each of: (i) the Trustee in its capacity as trustee of the Trust which transfers the relevant Receivable Rights (the Old Trust); (ii) the Trustee in its capacity as trustee of the Trust which acquires the relevant Receivable Rights (the New Trust); and (iii) the relevant Approved Seller, agrees that with effect from the date of transfer of the relevant Receivable Rights the rights and obligations as between the Approved Seller and the Trustee in its capacity as trustee of the Old Trust will be novated, and enjoyed by, the Approved Seller and the Trustee in its capacity as trustee of the New Trust as between themselves (without the need for further action on the part of any person). The Approved Seller and the Trustee in its capacity as trustee of the Old Trust shall, as between themselves, cease from that date to owe any obligations or hold any rights as between themselves unless accrued before the transferthemselves. (f) Where Assets of a Trust which are transferred to another Trust are subject to a Trust Back, that Trust Back is dealt with in accordance with clause 12.4(j8.4(j). (g) Following a transfer of Assets between Trusts, the Trust Manager shall calculate, and notify the Trustee of, the amount of: (i) any accrued interest under the relevant Receivables that may be due from the New transferee Trust to the Old transferor Trust at any time; and (ii) any repaid or prepaid principal under the relevant Receivables that may be due from the Old transferor Trust to the New transferee Trust, Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- in accordance with the provisions (if any) of the relevant Supplementary Terms Series Notice or Sale Notice. The Trust Manager directs the Trustee (as Trustee of the Trust with any obligation under this paragraph (gf)) to pay any amount so calculated to the other relevant Trust as an adjustment to the corresponding purchase price, in accordance with the relevant Supplementary Terms Series Notice.