Common use of Assignment of Receivables Clause in Contracts

Assignment of Receivables. 2.1. Undertaking to Assign and Assignment of Receivables The Assignor agrees (i) to assign to the Assignee (as Collateral Agent, for the benefit and on behalf of the Secured Parties) the Assigned Receivables as security through and until the Termination Date, and (ii) to perfect the Assignment on the date of the Credit Agreement until such time. For the purpose of effecting the Assignment of the Assigned Receivables, the Assignor hereby assigns by way of security to the Assignee (as Collateral Agent, for the benefit and on behalf of the Secured Parties) the Assigned Receivables existing on the date hereof (such existing receivables being listed in Schedules 3 hereof). The Assignee expressly accepts the Assignment. The Assignor hereby expressly acknowledges that the meaning of the term “Swissco Obligations” (and consequently the extent of its undertaking under this Agreement) is defined by reference to the Credit Agreement and the Assignor expressly confirms that it fully understands and accepts the definition of the term “Swissco Obligations”. The rights of the Assignee, upon the occurrence and during the continuance of an Event of Default, pertaining to the Assigned Receivables hereunder include: (i) the right to receive at any time on or after the date of this Agreement all proceeds relative to any Assigned Receivables; (ii) the right to receive the proceeds of any insurance, indemnity, warranty, guarantee, or collateral security relating to such Assigned Receivables, including the right against any bank providing a letter of credit or similar credit instrument; (iii) all claims of the Assignor for damages arising out of or for breach of or default under any contract from which the Assigned Receivables derive; and (iv) the right to demand, xxx for, recover and give receipts for all moneys payable under any contract from which the Assigned Receivables derive (the rights described in clauses (i) to (iv) above shall mean, collectively, the “Ancillary Rights”). Notwithstanding anything contained in this Agreement or any Loan Document to the contrary, “Collateral” shall not include any Excluded Assets; provided, however, that the Security Interest shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset.

Assignment of Receivables. 2.1. Undertaking Purchaser hereby acknowledges that ------------------------- Chevy Chase has transferred to Assign Purchaser all of Xxxxx Xxxxx'x portfolio of consumer credit card accounts including all of the Accounts designated for the Trust pursuant to the terms of Section 2.01 of the Agreement or pursuant to Section 2.08 of the Agreement and Assignment the Assignments of Receivables The Assignor agrees in Additional Accounts (i) to assign the "Account Assignments"). Purchaser acknowledges that, pursuant to the Assignee (as Collateral AgentAgreement and the Account Assignments, Chevy Chase has sold, transferred, assigned and set over and otherwise conveyed to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all its right, title and interest in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts owned by the Seller, and on the applicable Addition Date, in the case of Receivables arising in the Additional Accounts owned by the Seller, and, in each case, thereafter created from time to time until the termination of the Trust, all Interchange and Recoveries allocable to the Trust as provided in the Pooling and Servicing Agreement, all moneys due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including "proceeds" as defined in the UCC) of any of the foregoing and all moneys on deposit in the Collection Account, the Special Funding Account and the Series Accounts. Purchaser further acknowledges that CCBH acquired the Seller Certificate and the Seller's Interest from the Bank, and any interest in the Receivables or other assets of the Trust represented thereby, subject to the right, title and interest conveyed to the Trustee, on behalf of the Secured Parties) the Assigned Receivables as security through and until the Termination Date, and (ii) to perfect the Assignment on the date of the Credit Agreement until such time. For the purpose of effecting the Assignment of the Assigned Receivables, the Assignor hereby assigns by way of security to the Assignee (as Collateral AgentTrust, for the benefit and on behalf of the Secured Parties) the Assigned Receivables existing on the date hereof (such existing receivables being listed in Schedules 3 hereof). The Assignee expressly accepts the Assignment. The Assignor hereby expressly acknowledges that the meaning of the term “Swissco Obligations” (and consequently the extent of its undertaking under this Agreement) is defined by reference to the Credit Agreement and the Assignor expressly confirms that it fully understands and accepts the definition of the term “Swissco Obligations”. The rights of the Assignee, upon the occurrence and during the continuance of an Event of Default, pertaining to the Assigned Receivables hereunder include: (i) the right to receive at any time on or after the date of this Agreement all proceeds relative to any Assigned Receivables; (ii) the right to receive the proceeds of any insurance, indemnity, warranty, guarantee, or collateral security relating to such Assigned Receivables, including the right against any bank providing a letter of credit or similar credit instrument; (iii) all claims of the Assignor for damages arising out of or for breach of or default under any contract from which the Assigned Receivables derive; and (iv) the right to demand, xxx for, recover and give receipts for all moneys payable under any contract from which the Assigned Receivables derive (the rights described in clauses (i) to (iv) above shall mean, collectively, the “Ancillary Rights”). Notwithstanding anything contained in this Agreement or any Loan Document to the contrary, “Collateral” shall not include any Excluded Assets; provided, however, that the Security Interest shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded AssetCertificateholders.

Assignment of Receivables. 2.1. Undertaking Subject to Assign the other terms of this Agreement, for good and Assignment valuable consideration, the receipt and sufficiency of Receivables The Assignor agrees (i) to which is hereby acknowledged, the respective Assignors hereby grant, convey, transfer and assign to the Assignee (as Collateral AgentGuaranteed Holdings all right, for the benefit title, claim and on behalf interest of the Secured Partiesrespective Assignors in and to their respective rights to receive payment or repayment of the following fees and obligations, whether presently owed and/or accrued or owed or accrued in the future (such rights being, collectively, the “Receivables”): (a) the Assigned Receivables as security through and until the Termination Date, and Fee Rights; and (ii) to perfect the Assignment on the date of the Credit Agreement until such time. For the purpose of effecting the Assignment of the Assigned Receivables, the Assignor hereby assigns by way of security to the Assignee (as Collateral Agent, for the benefit and on behalf of the Secured Partiesb) the Assigned Receivables existing on Loan Receivables. It is expressly acknowledged by the date hereof (such existing receivables being listed in Schedules 3 hereof). The Assignee expressly accepts the Assignment. The Assignor hereby expressly acknowledges that the meaning of the term “Swissco Obligations” (and consequently the extent of its undertaking under this Agreement) is defined by reference to the Credit Agreement and the Assignor expressly confirms that it fully understands and accepts the definition of the term “Swissco Obligations”. The rights of the Assignee, upon the occurrence and during the continuance of an Event of Default, pertaining to the Assigned Receivables hereunder include:parties that (i) the Receivables shall not include the right of any Assignors as an equity participant in the Guaranteed Funds or their constituent partners or members but shall be limited to the rights to receive at any time on fees or after the date of this Agreement all proceeds relative to any Assigned Receivablesloan repayments; (ii) the right to receive the proceeds of each Assignor agrees that it will not cause or permit any insurance, indemnity, warranty, guaranteeReceivable, or collateral security relating any agreement, instrument or interest that gives rise, or could give rise, to such Assigned Receivablesa Receivable, including the right against any bank providing a letter of credit or similar credit instrumentto be converted into an equity interest (however designated); (iii) in addition to the assignment of rights set forth above, the Assignors hereby pledge all claims of their right, title and interest in and to the Assignor for damages arising out of or for breach of or default agreements and other interests that give rise to the Receivables to Guaranteed Holdings, to secure the Assignors’ respective obligations to Guaranteed Holdings under any contract from which the Assigned Receivables derivethis Agreement; and (iv) the right assignments of the Receivables to demand, xxx for, recover Guaranteed Holdings are intended to be absolute assignments in exchange for the consideration provided by Guaranteed Holdings under this agreement and give receipts for all moneys payable under any contract from which the Assigned Receivables derive (the rights described in clauses (i) to (iv) above shall mean, collectively, the “Ancillary Rights”). Notwithstanding anything contained in this Agreement or any Loan Document to the contrary, “Collateral” shall not include any Excluded Assets; provided, however, that the Security Interest shall immediately attach toother Restructuring Documents, and not merely a collateral grant. However, if for any reason the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing assignment of the Receivables to Guaranteed Holdings is deemed not to be an Excluded Assetabsolute assignment, then the Assignors grant a back-up security interest on the Receivables in favor of Guaranteed Holdings to secure their obligations to Guaranteed Holdings under this Agreement.

Assignment of Receivables. 2.1. Undertaking Purchaser hereby acknowledges that ------------------------- Chevy Chase has transferred to Assign Purchaser all of Xxxxx Xxxxx'x portfolio of consumer credit card accounts including all of the Accounts designated for the Trust pursuant to the terms of Section 2.01 of the Agreement or pursuant to Section 2.09 of the Agreement and Assignment the Assignments of Receivables The Assignor agrees in Additional Accounts (i) to assign the "Account Assignments"). Purchaser acknowledges that, pursuant to the Assignee (as Collateral AgentAgreement and the Account Assignments, each of Chevy Chase and CCBH have transferred, assigned, set over, sold and otherwise conveyed to the Trustee, on behalf of the Trust, for the benefit and on behalf of the Secured Parties) Certificateholders, all its right, title and interest in, to and under the Assigned Receivables as security through and until the Termination Date, and (ii) to perfect the Assignment on the date of the Credit Agreement until such time. For the purpose of effecting the Assignment of the Assigned Receivables, the Assignor hereby assigns by way of security to the Assignee (as Collateral Agent, for the benefit and on behalf of the Secured Parties) the Assigned Receivables existing on the date hereof initial Closing Date, in the case of Receivables (or any interest therein) transferred by such existing receivables being listed Transferor and arising in Schedules 3 hereof). The Assignee expressly accepts the Assignment. The Assignor hereby expressly acknowledges that Initial Accounts, and on the meaning applicable Addition Date, in the case of Receivables (or any interest therein) transferred by such Transferor and arising in the Additional Accounts, and in each case, thereafter created from time to time until the termination of the term “Swissco Obligations” (Trust, all Interchange and consequently the extent of its undertaking under this Agreement) is defined by reference Recoveries that are allocable to the Credit Agreement Trust as provided in the Pooling and Servicing Agreement, all securities, investments and other property relating to the Assignor expressly confirms that it fully understands foregoing, all moneys due or to become due and accepts the definition all amounts received with respect to any of the term “Swissco Obligations”. The rights foregoing, all moneys, securities, investments and other property on deposit in the Collection Account, the Special Funding Account and any Series Account and all proceeds (including "proceeds" as defined in the UCC) of any of the Assigneeforegoing (including, upon without limitation, all interest in the occurrence and during the continuance of an Event of Default, pertaining foregoing acquired by CCBH pursuant to the Assigned Receivables hereunder include: (i) the right to receive at any time on or after the date of this Agreement all proceeds relative to any Assigned Receivables; (ii) the right to receive the proceeds of any insurance, indemnity, warranty, guarantee, or collateral security relating to such Assigned Receivables, including the right against any bank providing a letter of credit or similar credit instrument; (iii) all claims of the Assignor for damages arising out of or for breach of or default under any contract from which the Assigned Receivables derive; and (iv) the right to demand, xxx for, recover and give receipts for all moneys payable under any contract from which the Assigned Receivables derive (the rights described in clauses (i) to (iv) above shall mean, collectively, the “Ancillary Rights”Purchase Agreement). Notwithstanding anything contained in this Agreement or any Loan Document to the contrary, “Collateral” shall not include any Excluded Assets; provided, however, that the Security Interest shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset.

Assignment of Receivables. 2.1. Undertaking 2.1 In order to Assign guarantee the due performance and Assignment of Receivables The Assignor agrees (i) to assign payment to the Assignee (as Collateral Agent, for the benefit and on behalf Beneficiaries of the Secured PartiesObligations owing by it, the Assignor agrees to assign, in accordance with the provisions of the Dailly Law and the provisions of this Agreement, all Receivables. Each Beneficiary will be beneficiary of assignments of Receivables under the present Agreement to an extent proportional to its participation in the 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 Assigned Receivables as security through purpose of creating an assignment under the Dailly Law and until the Termination Datelaws and regulations in force; (b) 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 2A to this Agreement and contain a list, containing the information referred to at Schedule 3 hereto, which may be detailed on electronic files (iifloppy disc or CD Rom); (c) without prejudice to perfect clause (a) above, and with respect to Assignment Form for assignment of Intercompany Receivables, appear in the forms set out in Schedule 2B of this Agreement; (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 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 the Credit Agreement until such time. For the purpose of effecting the Assignment delivery of the Assigned Receivablesrelevant Assignment Form have not already been assigned within the framework of this Agreement. 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, the Assignor hereby assigns by way of security interest, to the Assignee (as Collateral Agent, for the benefit and on behalf Beneficiaries of the Secured Parties) the Assigned Receivables existing identified on the relevant Assignment Form from the date hereof (such existing receivables being listed in Schedules 3 hereof). The Assignee expressly accepts set out thereon by the Assignment. The Assignor hereby expressly acknowledges that the meaning Security Agent including all principal, interest and related amounts of the term “Swissco Obligations” (and consequently the extent of its undertaking under this Agreement) is defined by reference to the Credit Agreement and the Assignor expressly confirms that it fully understands and accepts the definition of the term “Swissco Obligations”. The rights of the Assignee, upon the occurrence and during the continuance of an Event of Default, pertaining to the Assigned Receivables hereunder include: (i) identified on the right to receive at any time on or after the date relevant Assignment Form, as well of this Agreement all proceeds relative to any Assigned Receivables; (ii) the right to receive the proceeds security and guarantees, including retention of any insurancetitle clauses, indemnity, warranty, guarantee, or collateral security relating to such Assigned Receivables, including . 2.7 Any acceptance by the right against any bank providing a letter Security Agent of credit or similar credit instrument; (iii) an Assignment Form will result in the automatic renunciation of all claims Beneficiaries benefiting from the assignment resulting from the delivery of the Assignor for damages arising out of or for breach of or default under any contract from which the previous Assignment Form relating only to Assigned Receivables derive; and (iv) the right Receivables, also referred to demand, xxx for, recover and give receipts for all moneys payable under any contract from which the Assigned Receivables derive (the rights described in clauses (i) to (iv) above shall mean, collectively, the “Ancillary Rights”). Notwithstanding anything contained in this Agreement or any Loan Document to the contrary, “Collateral” shall not include any Excluded Assets; provided, however, that the Security Interest shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Assetsubsequent Assignment Form.