Common use of Assignment by Conduit Purchasers Clause in Contracts

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider of such Conduit Purchaser without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller but without consent from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a Termination Event or Unmatured Termination Event has occurred and is continuing), to any other Eligible Assignee. Each assignor of an Investment or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a Conduit Purchaser of any Investments, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated rights and obligations under this Agreement in respect therewith.

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunderits right to receive payments of Capital and Yield) shall be assignable by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider of such Conduit Purchaser without prior notice to or consent from the Seller Sellers or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller Sellers but without consent from the Seller Sellers or (iii) with the prior written consent of the Seller Sellers (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a an Event of Termination Event or Unmatured Termination Event has occurred and is continuing), to any other Eligible Assignee. Each assignor of an Investment Capital (or any portion thereof) or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the any Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the such Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating to the any Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b14.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a Conduit Purchaser of any Investments, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated rights and obligations under this Agreement in respect therewith.

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder Purchaser’s rights and obligations under this Agreement (including each Investment made by it hereunderits interest in the Asset Portfolio) or any other Transaction Document shall be freely assignable in whole or in part by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider of such Conduit Purchaser Eligible Assignee without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller but without consent from the Seller or (iii) with the prior written consent of the Servicer (on the Sellers’ behalf) or any Seller (except to the extent such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not may be required if a Termination Event or Unmatured Termination Event has occurred and is continuing), to any other solely in accordance with clause (iv) of the definition of Eligible Assignee. Each assignor of an Investment all or a portion of its interest in the Asset Portfolios shall notify the Collateral Agent, the Administrative Agents, the related Purchaser Agent and the Servicer (on the Sellers’ behalf) of any such assignment. Each assignor of all or a portion of its interest therein in the Asset Portfolios may, in connection with the such assignment or participationand subject to Section 13.8, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool ReceivablesAsset Portfolios, furnished to such assignor by or on behalf of the Seller and its Affiliates Sellers, the Servicer, the Collateral Agent or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating Agents. Notwithstanding anything to the Seller and its Affiliates received by it from any of the foregoing entities contrary set forth in a manner consistent with Section 13.06(b). For the sake of claritythis Agreement, any sale, assignment, participation, pledge or similar transfer assignment by a Conduit Purchaser of any Investments, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated its rights and obligations under this Agreement (including its interest in each of the Asset Portfolios) shall be made on a pro rata basis with respect therewithto its interest in each Receivable Pool. Furthermore, notwithstanding anything to the contrary set forth herein (other than Section 13.3(f)), each Conduit Purchaser may at any time pledge, grant a security interest in or otherwise transfer all or any portion of its interest in the Asset Portfolios or under this Agreement to a Collateral Trustee, in each case without notice to or the consent of the Sellers or the Servicer, but such pledge grant or transfer shall not relieve any Person from its obligations hereunder.

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser's assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller or other transfers of any other partyportion of, or any other condition of its beneficial interest in, the Purchased Interest (or restriction of portion thereof), including without limitation to any kind, collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of Annex D with any changes as have been approved by the parties thereto (also, a "Transfer Supplement"), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee's right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser’s assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller or other transfers of any other partyportion of, or any other condition of its beneficial interest in, the Purchased Interest (or restriction of portion thereof), including without limitation to any kind, collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of Annex D with any changes as have been approved by the parties thereto (also, a “Transfer Supplement”), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Conduit Purchaser’s assignment, participation, grant of security interests in or other transfers of any portion of, or any of its rights, title or interest in, the Purchased Interest (or portion thereof), including without limitation to any collateral agent in connection with its commercial paper program, Liquidity Provider or Program Support Provider of such Conduit or Related Committed Purchaser without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but shall be released from all obligations and duties, if any, hereunder, in each case, without consent from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayedany party hereto; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of Annex D with any changes as have been approved by the parties thereto (also, a “Transfer Supplement”), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder Purchaser’s rights and obligations under this Agreement (including each Investment made by it hereunderits interest in the Asset Portfolio) or any other Transaction Document shall be freely assignable in whole or in part by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider of such Conduit Purchaser Eligible Assignee without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller but without consent from the Seller or (iii) with the prior written consent of the Servicer (on the Sellers’ behalf) or any Seller (except to the extent such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not may be required if a Termination Event or Unmatured Termination Event has occurred and is continuing), to any other solely in accordance with clause (iv) of the definition of Eligible Assignee. Each assignor of an Investment all or a portion of its interest in the Asset Portfolios shall notify the Collateral Agent, the Administrative Agent, each Purchaser Agent, and the Servicer (on the Sellers’ behalf) of any such assignment. Each assignor of all or a portion of its interest therein in the Asset Portfolios may, in connection with the such assignment or participationand subject to Section 13.8, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool ReceivablesAsset Portfolios, furnished to such assignor by or on behalf of the Seller and its Affiliates Sellers, the Servicer, the Collateral Agent, or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating . Notwithstanding anything to the Seller and its Affiliates received by it from any of the foregoing entities contrary set forth in a manner consistent with Section 13.06(b). For the sake of claritythis Agreement, any sale, assignment, participation, pledge or similar transfer assignment by a Conduit Purchaser of any Investments, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated its rights and obligations under this Agreement (including its interest in each of the Asset Portfolios) shall be made on a pro rata basis with respect therewithto its interest in each Receivable Pool. Furthermore, notwithstanding anything to the contrary set forth herein (other than Section 13.3(f)), each Conduit Purchaser may at any time pledge, grant a security interest in, or otherwise transfer all or any portion of its interest in the Asset Portfolios or under this Agreement to a Collateral Trustee, in each case without notice to or the consent of any other party hereto, but such pledge, grant, or transfer shall not relieve any Person from its obligations hereunder.

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder Purchaser’s rights and obligations under this Agreement (including each Investment made by it hereunderits interest in the Pool Receivables or Related Assets) or any other Transaction Document shall be freely assignable in whole or in part by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider Eligible Assignee without the consent of such Conduit Purchaser without prior notice to ADT, the Servicer or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice except to the Seller but without extent such consent from the Seller or may be required solely in accordance with clause (iiiiv) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a Termination Event or Unmatured Termination Event has occurred and is continuing), to any other definition of Eligible Assignee. Each assignor of an Investment all or a portion of its interest in the Pool Receivables or Related Assets shall notify the Collateral Agent, the Administrative Agent, each Purchaser Agent, and ADT (on its and the Seller’s behalf) of any such assignment. Each assignor of all or a portion of its interest therein in the Pool Receivables or Related Assets may, in connection with the such assignment or participationand subject to Section 13.8, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool ReceivablesReceivables or Related Assets, furnished to such assignor by or on behalf of the Seller and its Affiliates Seller, the Servicer, the Collateral Agent, or by the Administrative Agent; provided that. Furthermore, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating notwithstanding anything to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with contrary set forth herein (other than Section 13.06(b13.3(f). For the sake of clarity), any sale, assignment, participation, pledge or similar transfer by a each Conduit Purchaser of may at any Investmentstime pledge, Sold Receivables, Sold Assetsgrant a security interest in, or otherwise transfer all or any portion of its interest in the Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated rights and obligations Related Assets or under this Agreement to a Collateral Trustee, in respect therewitheach case without notice to or the consent of any other party hereto, but such pledge, grant, or transfer shall not relieve any Person from its obligations hereunder.

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder Purchaser’s rights and obligations under this Agreement (including each Investment made by it hereunderits interest in the Pool Receivables or Related Assets) or any other Transaction Document shall be freely assignable in whole or in part by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider Eligible Assignee without the consent of such Conduit Purchaser without prior notice to ADT, the Servicer or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice except to the Seller but without extent such consent from the Seller or may be required solely in accordance with clause (iiiiv) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a Termination Event or Unmatured Termination Event has occurred and is continuing), to any other definition of Eligible Assignee. Each assignor of an Investment all or a portion of its interest in the Pool Receivables or Related Assets shall notify the Collateral Agent, the Administrative Agent, each Purchaser Agent, and ADT (on its and the Seller’s behalf) of any such assignment. Each assignor of all or a portion of its interest therein in the Pool Receivables or Related Assets may, in connection with the such assignment or participationand subject to Section 13.8, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool ReceivablesReceivables or Related Assets, furnished to such assignor by or on behalf of the Seller and its Affiliates Seller, the Servicer, the Collateral Agent, or by the Administrative Agent; provided that. Furthermore, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating notwithstanding anything to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with contrary set forth herein (other than Section 13.06(b13.3(f). For the sake of clarity), any sale, assignment, participation, pledge or similar transfer by a each Conduit Purchaser of may at any Investmentstime pledge, Sold Receivables, Sold Assetsgrant a security interest in, or otherwise transfer all or any portion of its interest in the Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated rights and obligations Related Assets or under this Agreement to a Collateral Trustee, in respect therewith.each case without notice to or the consent of any other party hereto, but such pledge, grant, or transfer shall not relieve any Person from its obligations hereunder. 83 SK 28677 0004 8494650 v1217

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunderits right to receive payments of Capital and Yield) shall be assignable by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider of such Conduit Purchaser without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller but without consent from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a an Event of Termination Event or Unmatured Event of Termination Event has occurred and is continuing), to any other Eligible Assignee. Each assignor of an Investment Capital (or any portion thereof) or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b14.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a Conduit Purchaser of any Investments, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated rights and obligations under this Agreement in respect therewith.

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser's assignment, participation, grant of security interests in or other transfers of any portion of, or any of its beneficial interest in, the Purchased Interest (or portion thereof), including without limitation to any collateral agent in connection with its commercial paper program; and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon any such complete assignment such Conduit Purchaser shall be released from all obligations and duties, if any, hereunder; PROVIDED, HOWEVER, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers (or, if such Conduit Purchaser is also a Related Committed Purchaser, its Purchaser Agent), make any such transfer of its rights hereunder unless the assignee (A) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (B) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (C) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall deliver to any assignee a supplement hereto, substantially in the form of ANNEX E with any changes as have been approved by the parties thereto (also, a "Transfer Supplement"), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (x) notify each of the other parties hereto of such assignment and (y) take all further action that the assignee reasonably requests in order to evidence the assignee's right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any rights of such Conduit Purchaser without prior notice to or consent from hereunder. Upon the Seller or any other party, or any other condition or restriction assignment of any kind, (ii) to any other Purchaser with prior notice to portion of its interest in the Seller but without consent from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a Termination Event or Unmatured Termination Event has occurred and is continuing), to any other Eligible Assignee. Each assignor of an Investment or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the applicable rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser’s assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller other transfers of any portion of or any other partyof its beneficial interest in, the Purchased Interest (or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller but without consent from the Seller or (iiiportion thereof) with the prior written consent of the Seller (such consent not BPI, including without limitation to be unreasonably withheld, conditioned or delayedany collateral agent in connection with its commercial paper program; provided, however, that such no consent of BPI shall not be required if such assignment of, or participation or grant of security interest in, the Purchased Interest (or portion thereof) is made to the Purchaser Agent for such Conduit Purchaser, any Affiliate of such Purchaser Agent (other than a Termination Event director or Unmatured Termination Event has occurred officer of such Purchaser Agent) or any Program Support Provider, or any other Person that is (x) in the business of issuing commercial paper or other Notes and (y) is continuing), associated with or administered by such Purchaser Agent or any Affiliate of such Purchaser Agent; and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Eligible Assignee. Each assignor Person acceptable to BPI, and upon such assignment such Conduit Purchaser shall be released from all obligations and duties, if any, hereunder; provided, however, that with respect to clause (ii) above, such Conduit Purchaser may not, without the prior consent of an Investment or its Related Committed Purchasers, make any interest therein may, such transfer of its rights hereunder unless the assignee (i) is principally engaged in connection with the assignment or participation, disclose purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall deliver to any assignee or Participant a supplement hereto, substantially in the form of Annex D with any information relating to changes as have been approved by the Seller and the parties thereto (also, a “Transfer Supplement”), duly executed by such Conduit Purchaser, assigning any portion of its Affiliates, including interest in the Pool Receivables, furnished Purchased Interest to such assignor by or on behalf its assignee. Such Conduit Purchaser shall promptly (i) notify each of the Seller other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any rights of such Conduit Purchaser hereunder. Upon the assignment of any portion of its Affiliates or by interest in the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder Purchaser’s rights and obligations under this Agreement (including each Investment made by it hereunderits interest in the Pool Receivables or Related Assets) or any other Transaction Document shall be freely assignable in whole or in part by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider Eligible Assignee without the consent of such Conduit Purchaser without prior notice to ADT, the Servicer or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice except to the Seller but without extent such consent from the Seller or may be required solely in accordance with clause (iiiiv) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a Termination Event or Unmatured Termination Event has occurred and is continuing), to any other definition of Eligible Assignee. Each assignor of an Investment all or a portion of its interest in the Pool Receivables or Related Assets shall notify the Collateral Agent, the Administrative Agent, each Purchaser Agent, and ADT (on its and the Seller’s behalf) of any such assignment. Each assignor of all or a portion of its interest therein in the Pool Receivables or Related Assets may, in connection with the such assignment or participationand subject to Section 13.8, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool ReceivablesReceivables or Related Assets, furnished to such assignor by or on behalf of the Seller and its Affiliates Seller, the Servicer, the Collateral Agent, or by the Administrative Agent; provided that. Furthermore, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating notwithstanding anything to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with contrary set forth herein (other than Section 13.06(b13.3(f). For the sake of clarity), any sale, assignment, participation, pledge or similar transfer by a each Conduit Purchaser of may at any Investmentstime pledge, Sold Receivables, Sold Assetsgrant a security interest in, or otherwise transfer all or any portion of its interest in the Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated rights and obligations Related Assets or under this Agreement to a Collateral Trustee, in respect therewith.each case without notice to or the consent of any other party hereto, but such pledge, grant, or transfer shall not relieve any Person from its obligations hereunder. 84

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunderits right to receive payments of Capital and Yield) shall be assignable by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider of such Conduit Purchaser without prior notice to or consent from the 126 Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller but without consent from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a an Event of Termination Event or Unmatured Event of Termination Event has occurred and is continuing), to any other Eligible Assignee. Each assignor of an Investment Capital (or any portion thereof) or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b15.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a Conduit Purchaser of any Investments, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated rights and obligations under this Agreement in respect therewith.

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser’s assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller or other transfers of any other partyportion of, or any other condition of its beneficial interest in, the Purchased Interest (or restriction of portion thereof), including without limitation to any kind, collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder and (ii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Such Conduit Purchaser shall not be required if a Termination Event promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or Unmatured Termination Event has occurred and is continuing), to enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Aggregate Yield therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the Administrative Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Aggregate Yield).

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Conduit Purchaser's assignment, participation, grant of security interests in or other transfers of any portion of, or any of its beneficial interest in, the Purchased Interest (or portion thereof), including without limitation to any collateral agent or Program Support Provider of such Conduit Purchaser without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder under clause (ii) above unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of Annex D hereto with any changes as have been approved by the parties thereto (also, a "Transfer Supplement"), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee's right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser’s assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller or other transfers of any other partyportion of, or any other condition of its beneficial interest in, the Purchased Interest (or restriction of portion thereof), including without limitation to any kind, collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of Annex E with any changes as have been approved by the parties thereto (also, a “Transfer Supplement”), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser's assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller or other transfers of any other partyportion of, or any other condition of its beneficial interest in, the Purchased Interest (or restriction of portion thereof), including without limitation to any kind, Liquidity Provider or to any collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of ANNEX D with any changes as have been approved by the parties thereto (also, a "TRANSFER SUPPLEMENT "), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee's right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunderits right to receive payments of Capital and Yield) shall be assignable by such Conduit Purchaser and its successors and permitted assigns (i) to any Program Support Provider of such Conduit Purchaser without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Purchaser with prior notice to the Seller but without consent from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if a an Event of Termination Event or Unmatured Termination Event has occurred and is continuing), to any other Eligible Assignee. Each assignor of an Investment Capital (or any portion thereof) or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b14.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a Conduit Purchaser of any Investments, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) shall require and be deemed a transfer of the associated rights and obligations under this Agreement in respect therewith.

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser's assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller or other transfers of any other partyportion of, or any other condition of its beneficial interest in, the Purchased Interest (or restriction of portion thereof), including without limitation to any kind, collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of 27 31 Annex D with any changes as have been approved by the parties thereto (also, a "Transfer Supplement"), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee's right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser’s assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller or other transfers of any other partyportion of, or any other condition of its beneficial interest in, the Purchased Interest (or restriction of portion thereof), including without limitation to any kind, Liquidity Provider or to any collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of Annex D with any changes as have been approved by the parties thereto (also, a “Transfer Supplement”), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).

Assignment by Conduit Purchasers. This Agreement Each party hereto agrees and the rights of each Conduit Purchaser hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Purchaser and its successors and permitted assigns consents (i) to any Program Support Provider Conduit Purchaser's assignment, participation, grant of such Conduit Purchaser without prior notice to security interests in or consent from the Seller or other transfers of any other partyportion of, or any other condition of its beneficial interest in, the Purchased Interest (or restriction of portion thereof), including without limitation to any kind, collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser with prior notice to the Seller but without consent shall be released from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheldall obligations and duties, conditioned or delayedif any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit Purchaser. Any assigning Conduit Purchaser shall not be required if deliver to any assignee a Termination Event or Unmatured Termination Event has occurred and is continuingsupplement hereto, substantially in the form of ANNEX D with any changes as have been approved by the parties thereto (also, a "TRANSFER SUPPLEMENT"), duly executed by such Conduit Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee's right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any other Eligible Assigneerights of such Conduit Purchaser hereunder. Each assignor of an Investment or any interest therein may, in connection with Upon the assignment or participation, disclose to of any portion of its interest in the assignee or Participant any information relating to the Seller and its Affiliates, including the Pool Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Administrative Agent; provided that, prior to any such disclosurePurchased Interest, the assignee or Participant agrees shall have all of the rights hereunder with respect to preserve such interest (except that the confidentiality of any confidential information relating Discount therefor shall thereafter accrue at the rate, determined with respect to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 13.06(b). For the sake of clarity, any sale, assignment, participation, pledge or similar transfer by a assigning Conduit Purchaser of any Investmentsunless the Seller, Sold Receivables, Sold Assets, or Pool Receivables (whether in whole or in part) the related Purchaser Agent and the assignee shall require and be deemed have agreed upon a transfer of the associated rights and obligations under this Agreement in respect therewithdifferent Discount).