Common use of Assumption of a Transferor’s Obligations Clause in Contracts

Assumption of a Transferor’s Obligations. Notwithstanding the provisions of Section 3.2, each Transferor may assign, convey, transfer or sell all of its right, title and interest in, to and under the Receivables and the Collateral Certificates in which it has an interest and/or its interest in the Transferor Interest (collectively, the “Assigned Assets”), together with all servicing functions and other obligations, if any, under this Agreement or relating to the transactions contemplated hereby (collectively, the “Assumed Obligations”), to another entity (the “Assuming Entity”) which may be an entity that is not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any Notes, upon satisfaction of the following conditions: (a) the Assuming Entity, such Transferor, the Trust and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Trust and the Indenture Trustee) (either, the “Assumption Agreement”) providing for the Assuming Entity to assume the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts, the Receivables arising under any Additional Accounts and any Collateral Certificates to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of such Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.4, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity, enforceable against such Assuming Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) all UCC filings required to perfect the interest of the Trust in the Receivables and/or the Collateral Certificates to be conveyed by the Assuming Entity shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (i) if the Assuming Entity shall not be eligible to be a debtor under the United States Bankruptcy Code, such Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, such Transferor shall have delivered copies of each such written notice to the Servicer, each other Transferor, the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have been satisfied; (d) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of Receivables and/or Collateral Certificates by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Assuming Entity to the Trust and (ii) the condition specified in paragraph (b) above shall have been satisfied; and (e) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, such Transferor shall surrender the certificate, if applicable, evidencing its interest in the Transferor Interest to the Note Registrar for registration of transfer and the Note Registrar shall issue a new certificate, if applicable, evidencing the Transferor Interest in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s uncertificated interest in the Transferor Interest). Notwithstanding such assumption, such Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer.

Assumption of a Transferor’s Obligations. Notwithstanding the provisions of Section 3.27.02, each Transferor may assign, convey, convey or transfer or sell all of its right, title and interest in, to and under the Receivables Receivables, the Accounts and the Collateral Certificates Participation Interests in which it has an interest and/or its interest in the Transferor Transferors’ Interest (collectively, the “Assigned Assets”), together with all servicing functions and other obligations, if any, under this Agreement or relating to the transactions contemplated hereby (collectively, the “Assumed Obligations”), to another entity (the “Assuming Entity”) which may be an entity that is not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any NotesCertificates, upon satisfaction of the following conditions: (a) the Assuming Entity, such Transferor, the Trust Transferor and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Trust and the Indenture Trustee) (either, the “Assumption Agreement”) providing for the Assuming Entity to assume the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts, Accounts and the Receivables arising under any Additional Accounts and any Collateral Certificates to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of such Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.47.05, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity, Entity enforceable against such Assuming Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) all UCC filings required to perfect the interest of the Trust Trustee, on behalf of the Trust, in the Receivables and/or the Collateral Certificates to be conveyed by the Assuming Entity shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (i) if the Assuming Entity shall not be eligible to be a debtor under the United States Bankruptcy Code, such Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, such Transferor shall have delivered copies of each such written notice to the Servicer, each other Transferor, Servicer and the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have been satisfied; (d) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of such Receivables and/or Collateral Certificates by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Assuming Entity to the Trust and Trust, (ii) the condition specified in paragraph (b) above shall have been satisfied, and (iii) if the Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to avoidance by the FDIC if the FDIC were to become the receiver or conservator of the Assuming Entity; and (e) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust a Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, such Transferor shall surrender the certificateTransferor Certificate, if applicable, evidencing its interest in the Transferor Interest Trust to the Note Transfer Agent and Registrar for registration of transfer and the Note Transfer Agent and Registrar shall issue a new certificateTransferor Certificate, if applicable, evidencing the Transferor Interest in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s uncertificated interest in the Transferor Transferors’ Interest). Notwithstanding such assumption, such Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer.

Assumption of a Transferor’s Obligations. Notwithstanding the provisions of Section 3.27.02, each Transferor may assign, convey, convey or transfer or sell all of its right, title and interest in, to and under the Receivables Receivables, the Accounts and the Collateral Certificates Participation Interests in which it has an interest and/or its interest in the Transferor Interest Certificates (collectively, the “"Assigned Assets”"), together with all servicing functions and other obligations, if any, under this Agreement or relating to the transactions contemplated hereby (collectively, the “"Assumed Obligations”"), to another entity (the “"Assuming Entity”") which may be an entity that is not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any NotesCertificates, upon satisfaction of the following conditions: (a) the Assuming Entity, such Transferor, the Trust Transferor and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Trust and the Indenture Trustee) (either, the “"Assumption Agreement”") providing for the Assuming Entity to assume the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts, Accounts and the Receivables arising under any Additional Accounts and any Collateral Certificates to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate of such Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.47.05, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity, Entity enforceable against such Assuming Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) all UCC filings required to perfect the interest of the Trust Trustee, on behalf of the Trust, in the Receivables and/or the Collateral Certificates to be conveyed by the Assuming Entity shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (i) if the Assuming Entity shall not be eligible to be a debtor under the United States Bankruptcy Code, such Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, such Transferor shall have delivered copies of each such written notice to the Servicer, each other Transferor, Servicer and the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have been satisfied; (d) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of such Receivables and/or Collateral Certificates by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Assuming Entity to the Trust and Trust, (ii) the condition specified in paragraph (b) above shall have been satisfied, and (iii) if the Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to avoidance by the FDIC if the FDIC were to become the receiver or conservator of the Assuming Entity; and (e) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust a Tax Opinion. 77 Upon such transfer to and assumption by the Assuming Entity, such Transferor shall surrender the certificate, if applicable, Transferor Certificate evidencing its interest in the Transferor Interest Trust to the Note Transfer Agent and Registrar for registration of transfer and the Note Transfer Agent and Registrar shall issue a new certificate, if applicable, evidencing the Transferor Interest Certificate in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s uncertificated interest in the Transferor Interest). Notwithstanding such assumption, such Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer.

Assumption of a Transferor’s Obligations. Notwithstanding the provisions of Section 3.26.2, each Transferor may assign, convey, transfer or sell all of its right, title and interest in, to and under the Receivables and the Collateral Certificates in which it has an interest and/or its interest in the Transferor Interest (collectively, the “"Assigned Assets”"), together with all servicing functions and other obligations, if any, under this Agreement or relating to the transactions contemplated hereby (collectively, the “"Assumed Obligations”"), to another entity (the “"Assuming Entity”") which may be an entity that is not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any Notes, upon satisfaction of the following conditions: (a) the Assuming Entity, such Transferor, the Trust and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Trust and the Indenture Trustee) (either, the “"Assumption Agreement”") providing for the Assuming Entity to assume the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts, the Receivables arising under any Additional Accounts and any Collateral Certificates to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate of such Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.46.5, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity, enforceable against such Assuming Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) all UCC filings required to perfect the interest of the Trust in the Receivables and/or the Collateral Certificates to be conveyed by the Assuming Entity shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (i) if the Assuming Entity shall not be eligible to be a debtor under the United States Bankruptcy Code, such Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, such Transferor shall have delivered copies of each such written notice to the Servicer, each other Transferor, the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have been satisfied; (d) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of Receivables and/or Collateral Certificates by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Assuming Entity to the Trust and Trust, (ii) the condition specified in paragraph (b) above shall have been satisfied, and (iii) if the Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables or Collateral Certificates should not be subject to avoidance by the FDIC if the FDIC were to become the receiver or conservator of the Assuming Entity; and (e) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, such Transferor shall surrender the certificate, if applicable, evidencing its interest in the Transferor Interest to the Note Registrar for registration of transfer and the Note Registrar shall issue a new certificate, if applicable, evidencing the Transferor Interest in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s 's uncertificated interest in the Transferor Interest). Notwithstanding such assumption, such Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer.

Assumption of a Transferor’s Obligations. Notwithstanding the provisions of Section 3.27.02, each Transferor may assign, convey, convey or transfer or sell all of its right, title and interest in, to and under the Receivables Receivables, the Accounts and the Collateral Certificates Participation Interests in which it has an interest and/or its interest in the Transferor Transferors' Interest (collectively, the “"Assigned Assets”"), together with all servicing functions and other obligations, if any, under this Agreement or relating to the transactions contemplated hereby (collectively, the “"Assumed Obligations”"), to another entity (the “"Assuming Entity”") which may be an entity that is not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any NotesCertificates, upon satisfaction of the following conditions: (a) the Assuming Entity, such Transferor, the Trust Transferor and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Trust and the Indenture Trustee) (either, the “"Assumption Agreement”") providing for the Assuming Entity to assume the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts, Accounts and the Receivables arising under any Additional Accounts and any Collateral Certificates to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate of such Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.47.05, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity, Entity enforceable against such Assuming Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) all UCC filings required to perfect the interest of the Trust Trustee, on behalf of the Trust, in the Receivables and/or the Collateral Certificates to be conveyed by the Assuming Entity shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (i) if the Assuming Entity shall not be eligible to be a debtor under the United States Bankruptcy Code, such Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, such Transferor shall have delivered copies of each such written notice to the Servicer, each other Transferor, Servicer and the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have been satisfied; (d) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of such Receivables and/or Collateral Certificates by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Assuming Entity to the Trust and Trust, (ii) the condition specified in paragraph (b) above shall have been satisfied, and (iii) if the Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to avoidance by the FDIC if the FDIC were to become the receiver or conservator of the Assuming Entity; and (e) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust a Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, such Transferor shall surrender the certificateTransferor Certificate, if applicable, evidencing its interest in the Transferor Interest Trust to the Note Transfer Agent and Registrar for registration of transfer and the Note Transfer Agent and Registrar shall issue a new certificateTransferor Certificate, if applicable, evidencing the Transferor Interest in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s 's uncertificated interest in the Transferor Transferors' Interest). Notwithstanding such assumption, such Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer.

Assumption of a Transferor’s Obligations. Notwithstanding the provisions of Section 3.26.2, each Transferor may assign, convey, transfer or sell all of its right, title and interest in, to and under the Receivables and the Collateral Certificates in which it has an interest and/or its interest in the Transferor Interest (collectively, the “Assigned Assets”), together with all servicing functions and other obligations, if any, under this Agreement or relating to the transactions contemplated hereby (collectively, the “Assumed Obligations”), to another entity (the “Assuming Entity”) which may be an entity that is not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any Notes, upon satisfaction of the following conditions: (a) the Assuming Entity, such Transferor, the Trust and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Trust and the Indenture Trustee) (either, the “Assumption Agreement”) providing for the Assuming Entity to assume the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts, the Receivables arising under any Additional Accounts and any Collateral Certificates to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of such Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.46.5, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity, enforceable against such Assuming Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) all UCC filings required to perfect the interest of the Trust in the Receivables and/or the Collateral Certificates to be conveyed by the Assuming Entity shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (i) if the Assuming Entity shall not be eligible to be a debtor under the United States Bankruptcy Code, such Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, such Transferor shall have delivered copies of each such written notice to the Servicer, each other Transferor, the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have been satisfied; (d) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of Receivables and/or Collateral Certificates by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Assuming Entity to the Trust and Trust, (ii) the condition specified in paragraph (b) above shall have been satisfied, and (iii) if the Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables or Collateral Certificates should not be subject to avoidance by the FDIC if the FDIC were to become the receiver or conservator of the Assuming Entity; and (e) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, such Transferor shall surrender the certificate, if applicable, evidencing its interest in the Transferor Interest to the Note Registrar for registration of transfer and the Note Registrar shall issue a new certificate, if applicable, evidencing the Transferor Interest in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s uncertificated interest in the Transferor Interest). Notwithstanding such assumption, such Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer.

Assumption of a Transferor’s Obligations. Notwithstanding the provisions of Section 3.2, each Transferor may assign, convey, transfer or sell all of its right, title and interest in, to and under the Receivables and the Collateral Certificates in which it has an interest and/or its interest in the Transferor Interest Indebtedness (collectively, the “Assigned Assets”), together with all servicing functions and other obligations, if any, under this Agreement or relating to the transactions contemplated hereby (collectively, the “Assumed Obligations”), to another entity (the “Assuming Entity”) which may be an entity that is not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any Notes, upon satisfaction of the following conditions: (a) the Assuming Entity, such Transferor, the Trust and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Trust and the Indenture Trustee) (either, the “Assumption Agreement”) providing for the Assuming Entity to assume the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts, the Receivables arising under any Additional Accounts and any Collateral Certificates to the Trust, and such Transferor shall have delivered to the Owner Issuer Trustee and the Indenture Trustee an Officer’s Certificate of such Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.4, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity, enforceable against such Assuming Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, reorganization, insolvency, moratorium or other laws and except as such enforceability may be limited legal principles affecting creditors’ rights generally from time to time in effect and by general principles of equity (equitable principles, whether considered applied in a suit an action at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) all UCC PPSA filings required to perfect the interest of transfer to the Trust in of the Receivables and/or the Collateral Certificates to be conveyed by the Assuming Entity shall have been duly made and copies thereof shall have been delivered to the Owner Issuer Trustee and the Indenture Trustee; (ic) if the Assuming Entity shall not be eligible to be a debtor under the United States Bankruptcy Code, such Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, such Transferor shall have delivered copies of each such written notice to the Servicer, each other Transferor, the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have been satisfied;satisfied with respect to such transfer and assumption; and (d) the Owner Issuer Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of Receivables and/or Collateral Certificates by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Assuming Entity to the Trust and (ii) the condition specified in paragraph (b) above shall have been satisfied; and (e) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, such Transferor shall surrender the certificate, if applicable, evidencing its interest in the Transferor Interest Indebtedness to the Note Registrar for registration of transfer and the Note Registrar shall issue a new certificate, if applicable, evidencing the Transferor Interest Indebtedness in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s uncertificated interest in the Transferor InterestIndebtedness). Notwithstanding such assumption, such Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer.