Common use of Assignment of Receivables Clause in Contracts

Assignment of Receivables. 4.1 Upon acceptance of an Offer pursuant to Clause 3.4, all of the Transferor's or, as the case may be, the Additional Transferor's, rights, title and interest in and to: 4.1.1 the Existing Receivables under each Designated Account nominated in that Offer; and 4.1.2 the Future Receivables under each such Designated Account which are not Finance Charge Receivables in respect of Principal Receivables, until the earliest of: (a) in respect of each Designated Account, such time (if any), as such Account becomes a Redesignated Account; (b) the termination of the Receivables Trust; or (c) the occurrence of an Insolvency Event; 4.1.3 all Future Receivables under each Account nominated in such Offer which are Finance Charge Receivables in respect of Receivables which are assigned (or purported to be assigned) to the Receivables Trustee pursuant to paragraphs 4.1.1 and 4.1.2 above; 4.1.4 (to the extent such are capable of assignment) the benefit of each guarantee or insurance policy obtained by the Transferor or, as the case may be, the Additional Transferor, in respect of the obligations of an Obligor to make payments on any such Designated Account; and 4.1.5 (in respect of the Offer made on the Initial Offer Date) the benefit of all amounts representing Acquired Interchange in respect of each Monthly Period, shall thereupon vest in the Receivables Trustee on the terms and conditions of this Agreement and the Offer. 4.2 It is hereby agreed, for the avoidance of doubt, that no transfer or purported transfer of Receivables pursuant to this Clause or the Future Receivables Transfer shall be rendered ineffective or void or otherwise impaired by reason only of it being subsequently discovered that the Account(s) relating to such Receivables either: 4.2.1 did not arise under the relevant Specified Product Line relating to such Account(s), as named in the relevant Offer; or 4.2.2 did arise under the Specified Product Line relating to such Account(s) in the relevant Offer but were subsequently removed from such Specified Product Line without having been redesignated or removed in accordance with Clause 7. 4.3 For the avoidance of doubt, any assignment made under this Clause 4 or the Future Receivables Transfer will take effect in equity only unless and until a Notice of Assignment is given in respect of it in accordance with the provisions of Clause 6.7.

Assignment of Receivables. 4.1 Upon acceptance of an Offer pursuant to Clause 3.43.5, all of the Transferor's or, as the case may be, the Additional Transferor's, rights, title and interest in and to: 4.1.1 the Existing Receivables under each Designated Account nominated in that Offer; and 4.1.2 the Future Receivables under each such Designated Account which are not Finance Charge Receivables in respect of Principal Receivables, until the earliest of: (a) in respect of each Designated Account, such time (if any), as such Account becomes a Redesignated Account; (b) the termination of the Receivables Trust; or (c) the occurrence of an Insolvency Event; 4.1.3 all Future Receivables under each Account nominated in such Offer which are Finance Charge Receivables in respect of Receivables which are assigned (or purported to be assigned) to the Receivables Trustee pursuant to paragraphs 4.1.1 and 4.1.2 above; 4.1.4 (to the extent such are capable of assignment) the benefit of each guarantee or insurance policy obtained by the Transferor or, as the case may be, the Additional Transferor, in respect of the obligations of an Obligor to make payments on any such Designated Account; and 4.1.5 (in respect of the Offer made on the Initial Offer Date) the benefit of all amounts representing Acquired Interchange in respect of each Monthly Period, shall thereupon vest in pass to the Receivables Trustee on the terms and conditions of this Agreement and the Offer. 4.2 It is hereby agreed, for the avoidance of doubt, that no transfer or purported transfer of Receivables pursuant to this Clause or the Future Receivables Transfer shall be rendered ineffective or void or otherwise impaired by reason only of it being subsequently discovered that the Account(s) relating to such Receivables either: 4.2.1 did not arise under the relevant Specified Product Line relating to such Account(s), as named in the relevant Offer; or 4.2.2 did arise under the Specified Product Line relating to such Account(s) in the relevant Offer but were subsequently removed from such Specified Product Line without having been redesignated or removed in accordance with Clause 7. 4.3 For the avoidance of doubt, any assignment made under this Clause 4 or the Future Receivables Transfer will take effect in equity only unless and until a Notice of Assignment is given in respect of it in accordance with the provisions of Clause 6.7.

Assignment of Receivables. 4.1 Upon acceptance of an Offer pursuant 2.1 In order to Clause 3.4, all guarantee the due performance and payment to the Beneficiaries of the Transferor's or, as the case may beSecured Obligations owing by it, the Additional Transferor'sAssignor agrees to assign, rights, title and interest in and to: 4.1.1 the Existing Receivables under each Designated Account nominated in that Offer; and 4.1.2 the Future Receivables under each such Designated Account which are not Finance Charge Receivables in respect of Principal Receivables, until the earliest of: (a) in respect of each Designated Account, such time (if any), as such Account becomes a Redesignated Account; (b) the termination of the Receivables Trust; or (c) the occurrence of an Insolvency Event; 4.1.3 all Future Receivables under each Account nominated in such Offer which are Finance Charge Receivables in respect of Receivables which are assigned (or purported to be assigned) to the Receivables Trustee pursuant to paragraphs 4.1.1 and 4.1.2 above; 4.1.4 (to the extent such are capable of assignment) the benefit of each guarantee or insurance policy obtained by the Transferor or, as the case may be, the Additional Transferor, in respect of the obligations of an Obligor to make payments on any such Designated Account; and 4.1.5 (in respect of the Offer made on the Initial Offer Date) the benefit of all amounts representing Acquired Interchange in respect of each Monthly Period, shall thereupon vest in the Receivables Trustee on the terms and conditions of this Agreement and the Offer. 4.2 It is hereby agreed, for the avoidance of doubt, that no transfer or purported transfer of Receivables pursuant to this Clause or the Future Receivables Transfer shall be rendered ineffective or void or otherwise impaired by reason only of it being subsequently discovered that the Account(s) relating to such Receivables either: 4.2.1 did not arise under the relevant Specified Product Line relating to such Account(s), as named in the relevant Offer; or 4.2.2 did arise under the Specified Product Line relating to such Account(s) in the relevant Offer but were subsequently removed from such Specified Product Line without having been redesignated or removed in accordance with Clause 7. 4.3 For the avoidance of doubt, any assignment made under this Clause 4 or the Future Receivables Transfer will take effect in equity only unless and until a Notice of Assignment is given in respect of it in accordance with the provisions of Clause 6.7the Dailly Law and the provisions of this Agreement and the Senior Facilities Agreement, all Receivables. Translation for information purpose only Each Beneficiary will be beneficiary of assignments of Receivables under the present Agreement to an extent proportional to its participation in both the Term Facility and Revolving Facility. 2.2 The assignment of Receivables referred to in clause 2.1 above shall be carried out in accordance with paragraphs 2.3 and 2.4 by the delivery to the Security Agent of an Assignment Form which shall: (a) include all notations required for the purpose of creating an assignment under the Dailly Law and the laws and regulations in force; (b) without prejudice to clause (a) above, and with respect to Assignment Forms for assignment of Intercompany Receivables, appear in the form set out in Schedule 2A to this Agreement; (c) without prejudice to clause (a) above, and with respect to Assignment Forms for assignment of Commercial Receivables, appear in the form set out in Schedule 2B of this Agreement and contain a list, containing the information referred to at Schedule 3 hereto, which may be detailed on electronic files (floppy disc or CD Rom); (d) be signed by the legal representative or a duly appointed representative of the Assignor; and (e) designate the Beneficiaries as beneficiaries of the assignment, it being specified that the Security Agent must provide the Assignor within a reasonable time period with all information relating to any changes to the identity of the Term Lenders and the Revolving Credit Facility Lenders under the Revolving Facility. 2.3 Throughout the period of this Agreement: (a) each time that it sends a Drawdown Request under the Revolving Facility; and (b) on the first day of each calendar month; the Assignor shall deliver to the Security Agent an Assignment Form under which it assigns all the Commercial Receivables in so far as a drawdown pursuant to the Revolving Facility is under way. 2.4 The Assignor shall deliver to the Security Agent throughout the period of this Agreement: (a) on each occasion that a new Underlying Agreement creates one or more Intercompany Receivables, entered into with one or more members of the Group, an Assignment Form relating to the relevant Intercompany Receivable(s); and (b) at the same time as the Assignor sends any Drawdown Request and on the first Business Day of each calendar month, an Assignment Form relating to all of the new Intercompany Receivables of the Assignor, which at the date of delivery of the relevant Assignment Form have not already been assigned within the framework of this Agreement. Translation for information purpose only 2.5 The Security Agent reserves the right to refuse any Assignment Form which does not reasonably appear to comply with the provisions of this clause 2. 2.6 Any delivery of an Assignment Form shall be construed as the legal transfer, by way of security interest, to the Beneficiaries of the Assigned Receivables identified on the relevant Assignment Form from the date set out thereon by the Security Agent including all principal, interest and related amounts of the Assigned Receivables identified on the relevant Assignment Form, as well of all security and guarantees, including retention of title clauses, relating to such Assigned Receivables. 2.7 Any acceptance by the Security Agent of an Assignment Form will result in the automatic renunciation by all Beneficiaries benefiting from the assignment resulting from the delivery of the previous Assignment Form relating only to Assigned Receivables, also referred to in this subsequent Assignment Form.

Assignment of Receivables. 4.1 Upon acceptance of an Offer pursuant to Clause 3.43.4 each Account nominated in respect of such Offer (and in respect of which such Offer has not been revoked) shall thereafter be a Designated Account (until such time, if any, as such Account becomes a Redesignated Account) and all of the Transferor's or, as the case may be, the Additional Transferor's, rights, title and interest in and to: 4.1.1 the Existing Receivables under each such Designated Account nominated in that Offer; andAccount; 4.1.2 the Future Receivables under each such Designated Account which are not Finance Charge Receivables in respect of Principal Receivables, until Receivables and which arise before the earliest of: (a) in respect of each Designated Account, such time (if any), as such Designated Account becomes a Redesignated Account; (b) the termination of the Receivables Trust; or (c) the occurrence of an Insolvency Event; 4.1.3 all Future Receivables under each such Designated Account nominated in such Offer which are Finance Charge Receivables in respect of Receivables which are assigned (or purported to be assigned) to the Receivables Trustee pursuant to paragraphs 4.1.1 and 4.1.2 above; 4.1.4 (to the extent such are capable of assignment) the benefit of of, and any proceeds arising from, each guarantee or insurance policy (if any) obtained by the Transferor or, as the case may be, the Additional Transferor, in respect of the obligations of an Obligor to make payments on any such Designated Account, including all Insurance Proceeds; and 4.1.5 (in respect of the Offer made on the Initial Offer Datepursuant to Clause 2.1) the benefit of all amounts representing Acquired Interchange in respect of each Monthly Period, shall thereupon vest in the Receivables Trustee on the terms and conditions of this Agreement Deed and the Offer. 4.2 It is hereby agreed, for the avoidance of doubt, that no transfer or purported transfer of Receivables pursuant to this Clause or the Future Receivables Transfer shall be rendered ineffective or void or otherwise impaired by reason only of it being subsequently discovered that the Account(s) relating to such Receivables either: 4.2.1 did not arise under the relevant Specified Product Line relating to such Account(s), as named in the relevant Offer; or 4.2.2 did arise under the Specified Product Line relating to such Account(s) in the relevant Offer but were subsequently removed from such Specified Product Line without having been redesignated or removed in accordance with Clause 7. 4.3 For the avoidance of doubt, any assignment made under this Clause 4 or pursuant to the Future Receivables Transfer acceptance of an Offer will take effect in equity only unless and until a Notice of Assignment is has been given in respect of it in accordance with the provisions of Clause 6.76.6 and such other action is taken as is necessary to perfect such assignment.