Common use of Assumption of the Transferor Obligations Clause in Contracts

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its interests in the Transferor Amount, which may include all, but not less than all, of the Transferor's interest in the Transaction Documents and its remaining interest in the Accounts and Receivables (collectively, the "ASSIGNED ASSETS"), together with all servicing functions and other obligations under this Agreement or relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONS"), to other entities (such entity or entities, the "ASSUMING ENTITY"), which may be entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's and the Trust's interest and the Indenture Trustee's interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Owner Trustee and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Owner Trustee and Indenture Trustee; 44 49 (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; and (e) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its interests in the Transferor Amount, which may include all, but not less than all, of the such Transferor's ’s interest in the Trust Assets and rights under the Transaction Documents and its remaining interest in the Accounts and Receivables (collectively, the "ASSIGNED ASSETS"“Assigned Assets”), together with all servicing functions and other obligations under this Agreement or the other Transaction Documents or otherwise relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONS"“Assumed Obligations”), to other entities (such entity or entities, the "ASSUMING ENTITY"“Assuming Entity”), which may be entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (the "ASSUMPTION AGREEMENT"“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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's ’s Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' ’ rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's ’s and the Trust's ’s interest and the Indenture Trustee's ’s interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Owner Trustee and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Owner Trustee and Indenture Trustee; 44 49 (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; and (e) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its interests in the Transferor Amount, which may include all, but not less than all, of the such Transferor's ’s interest in the Trust Assets and rights under the Transaction Documents and its remaining interest in the Accounts and Receivables (collectively, the "ASSIGNED ASSETS"“Assigned Assets”), together with all servicing functions and other obligations under this Agreement or the other Transaction Documents or otherwise relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONS"“Assumed Obligations”), to other entities (such entity or entities, the "ASSUMING ENTITY"“Assuming Entity”), which may be entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (the "ASSUMPTION AGREEMENT"“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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's ’s Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' ’ rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's ’s and the Trust's ’s interest and the Indenture Trustee's ’s interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Owner Trustee and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Owner Trustee and Indenture Trustee; 44 49 (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; and (e) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.024.02 or other provisions of this Agreement, each Transferor may assign, convey and transfer its interests in credit accounts and the Transferor Amountreceivables arising thereunder, which may include all, but not less than all, of the Accounts and such Transferor's interest in the Transaction Documents and its remaining interest in the Accounts Receivables arising thereunder and Receivables the Transferor Amount (collectively, the "ASSIGNED ASSETSAssigned Assets"), together with all servicing functions and other obligations under this Agreement or relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONSAssumed Obligations"), to other entities (such entity or entities, the "ASSUMING ENTITYAssuming Entity"), which may be entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (the "ASSUMPTION AGREEMENTAssumption 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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee Trust and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's and the Trust's interest and the Indenture Trustee's interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Owner Trustee and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Owner Trustee and Indenture Trustee; 44 49 (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; and (e) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its interests in revolving credit accounts and the Transferor Amountreceivables arising thereunder, which may include all, but not less than all, of the Accounts and such Transferor's interest in the Transaction Documents and its remaining interest in the Accounts Receivables arising thereunder and Receivables the Transferor Amount (collectively, the "ASSIGNED ASSETSAssigned Assets"), together with all --------------- servicing functions and other obligations under this Agreement or relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONSAssumed Obligations"), ------------------- to other entities (such entity or entities, the "ASSUMING ENTITYAssuming Entity"), which may be --------------- an entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (the "ASSUMPTION AGREEMENTAssumption 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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's and the Trust's interest and the Indenture Trustee's interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Owner Trustee and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Owner Trustee and Indenture Trustee; 44 49assumption; (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; (e) such Transferor shall have received written notice that the Rating Agency Condition has been satisfied with respect to such transfer and assumption and shall have delivered copies of each such written notice to the Servicer and the Owner Trustee and the Indenture Trustee; and (ef) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.. [END OF ARTICLE IV]

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its interests in credit accounts and the Transferor Amountreceivables arising thereunder, which may include all, but not less than all, of the Accounts and such Transferor's interest in the Transaction Documents and its remaining interest in the Accounts Receivables arising thereunder and Receivables the Transferor Amount (collectively, the "ASSIGNED ASSETSAssigned Assets"), together with all servicing functions and other obligations under this Agreement or relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONSAssumed Obligations"), to other entities (such entity or entities, the "ASSUMING ENTITYAssuming Entity"), which may be entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (the "ASSUMPTION AGREEMENTAssumption 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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's and the Trust's interest and the Indenture Trustee's interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Owner Trustee and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Owner Trustee and Indenture Trustee; 44 49 (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; and (e) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its revolving credit accounts and the receivables arising thereunder and interests in the Transferor Amount, which may include all, but not less than all, of the Accounts and such Transferor's interest in the Transaction Documents and its remaining interest in the Accounts and Receivables arising thereunder (collectively, the "ASSIGNED ASSETSAssigned Assets"), together with all servicing functions and other obligations under this Agreement or relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONSAssumed Obligations"), to other entities (such entity or entities, the "ASSUMING ENTITYAssuming Entity"), which may be entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (the "ASSUMPTION AGREEMENTAssumption 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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's and the Trust's interest and the Indenture Trustee's interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes shall confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Servicer, the Owner Trustee and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Servicer, the Owner Trustee and the Indenture Trustee; 44 49; (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; and (e) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender the Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.. [END OF ARTICLE IV]

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its interests in the Transferor Amount, which may include all, but not less than all, of the Transferor's interest in the Transaction Documents and its remaining interest in the Accounts and Receivables (collectively, the "ASSIGNED ASSETS"), together with all servicing functions and other obligations under this Agreement or relating to the 42 transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONS"), to other entities (such entity or entities, the "ASSUMING ENTITY"), which may be entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (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 to the Trust, and such Transferor shall have delivered to the Owner Trustee Trustee, each Controlling Entity and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's and the Trust's interest and the Indenture Trustee's interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to each Controlling Entity and the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Controlling Entity has given its consent and each Rating Agency that has rated an Outstanding Series of Notes confirm confirms in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Owner Trustee Trustee, each Controlling Entity and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Owner Trustee and Indenture Trustee; 44 49; (d) the Owner Trustee Trustee, each Controlling Entity and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, and (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; and (e) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors Transferor shall surrender Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its interests in revolving credit accounts and the Transferor Amountreceivables arising thereunder, which may include all, but not less than all, of the Accounts and such Transferor's interest in the Transaction Documents and its remaining interest in the Accounts Receivables arising thereunder and Receivables the Transferor's Interest (collectively, the "ASSIGNED ASSETSAssigned Assets"), together with --------------- all servicing functions and other obligations under this Agreement or relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONSAssumed ------- Obligations"), to other entities another entity (such entity or entities, the "ASSUMING ENTITYAssuming Entity"), which may be entities an entity --------------- that are is not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such the Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such the Assuming Entity, such Transferor and the Trust Trustee shall have entered into an assumption agreement (the "ASSUMPTION AGREEMENTAssumption 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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally or creditors of national banking associations, 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) such Transferor or such the Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's and the Trust's interest and the Indenture Trustee's interest in the Receivables arising herein; (c) if such the Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Owner Trustee and the Indenture Trustee or, if such the Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Owner Trustee and Indenture Trustee; 44 49assumption; (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such the Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such the Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery avoidance by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; andthe assuming entity; (e) such Transferor shall have received written notice that the Indenture Rating Agency Condition has been satisfied with respect to such transfer and assumption and shall have delivered copies of each such written notice to the Servicer and the Trustee; (f) the Trustee shall have received an Opinion of Counsel with respect to clause (b) above and as to certain other matters specified in Exhibit D-2; and ----------- (g) the Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee shall issue a new Transferor Certificate in the name of such the Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.. [END OF ARTICLE IV]

Assumption of the Transferor Obligations. Notwithstanding the provisions of Section 4.02, each Transferor may assign, convey and transfer its revolving credit accounts and the receivables arising thereunder and interests in the Transferor Amount, which may include all, but not less than all, of the Accounts and such Transferor's interest in the Transaction Documents and its remaining interest in the Accounts and Receivables arising thereunder (collectively, the "ASSIGNED ASSETSAssigned Assets"), together with all servicing functions and other obligations under this Agreement or relating to the transactions contemplated hereby (collectively, the "ASSUMED OBLIGATIONSAssumed Obligations"), to other entities (such entity or entities, the "ASSUMING ENTITYAssuming Entity"), which may be entities that are not affiliated with such Transferor, and such Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to such Assuming Entity, without the consent or approval of the Holders of the Notes, upon satisfaction of the following conditions: (a) such Assuming Entity, such Transferor and the Trust shall have entered into an assumption agreement (the "ASSUMPTION AGREEMENTAssumption 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 to the Trust, and such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such transfer and assumption comply with this Section, 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 bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally or creditors of national banking associations, 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) such Transferor or such Assuming Entity shall have delivered to the Owner Trustee and the Indenture Trustee copies of UCC-1 financing statements covering such Accounts to perfect the Owner Trustee's and the Trust's interest and the Indenture Trustee's interest in the Receivables arising herein; (c) if such Assuming Entity shall be eligible to be a debtor in a case under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency (with a copy to the Servicer and the Indenture Trustee) notice of such transfer and assumption, and that each Rating Agency that has rated an Outstanding Series of Notes shall confirm in writing that such transfer will not result in a reduction or withdrawal of its rating of any Class of any Outstanding Series of Notes and a copy of such written confirmation shall be delivered to the Servicer, the Owner Trustee and the Indenture Trustee or, if such Assuming Entity shall not be eligible to be a debtor under the Bankruptcy Code, such Transferor shall have delivered to the Rating Agency notice of such transfer and assumption and such notice shall be delivered to the Servicer, the Owner Trustee and the Indenture Trustee; 44 49; (d) the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that (i) the transfer of such Receivables by such Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by such Assuming Entity to the Trust, (ii) the condition specified in clause (b) shall have been satisfied, and (iii) if such Assuming Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to reclamation or recovery by the FDIC if the FDIC were to become the receiver or conservator of such Assuming Entity; and (e) the Indenture Trustee shall have received a Tax Opinion. Upon any such transfer to and assumption by an Assuming Entity, the Transferors shall surrender the Transferor Certificate to the Transfer Agent and Registrar for registration of transfer and the Owner Trustee Trust shall issue a new Transferor Certificate in the name of such Assuming Entity and any non-assigning Transferor. Notwithstanding such assumption, such assigning 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. Notwithstanding the provisions of this Section 4.04 to the contrary, any Transferor may transfer, from time to time, Assigned Assets to any other Transferor upon the satisfaction of subsections (a) and (b), above. Such Transferor shall promptly provide notice to the Rating Agency indicating the occurrence of any such transfer.. [END OF ARTICLE IV]