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

Assumption of the Transferor’s Obligations. Notwithstanding the provisions of Section 7.02, the Transferor may assign, convey and transfer all of its remaining interest in the Receivables arising in the Accounts, its interest in the Participation Interests and its Transferor’s Interest (collectively, the “Assigned Assets”), together with all of its obligations 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 the Transferor, and the 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 Certificates, upon satisfaction of the following conditions: (a) the Assuming Entity, the Transferor and the Trustee 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 and the Receivables arising under any Additional Accounts to the Trustee, and the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor and an opinion of Counsel each stating that such transfer and assumption comply with this Section 7.05, 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) each provider of Series Enhancement, if any, shall have consented to such transfer and assumption; (c) the Transferor or the Assuming Entity shall have delivered to the Trustee copies of UCC financing statements covering such Accounts to perfect the Trustee’s interest in the Receivables arising herein; (d) if the Assuming Entity is a Non-Code Entity, the Transferor shall have delivered notice of such transfer and assumption to each Rating Agency or, if the Assuming Entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency that such transfer and assumption will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; (e) the Trustee shall have received an Opinion of Counsel with respect to clause (c) above and as to certain other matters specified in Exhibit H-2; and (f) the Trustee shall have received a Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, the Transferor shall surrender the Base Certificate, if any, evidencing its interest in the Trust to the Transfer Agent and Registrar for registration of transfer and the Transfer Agent and Registrar shall issue a new Base Certificate, if applicable, in the name of the Assuming Entity. Notwithstanding such assumption, the 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 a Transferor prior to such transfer.

Assumption of the Transferor’s Obligations. (a) Notwithstanding the provisions of Section 7.023.2, the Transferor may assign, convey and convey, transfer or sell all of its remaining right, title and interest in in, to and under the Receivables arising in the Accounts, which it has an interest and/or its interest in the Participation Interests and its Transferor’s Transferor Interest (collectively, the “Assigned Assets”), together with all of its obligations under this Agreement or relating to the transactions contemplated hereby or thereby (collectively, the “Assumed Obligations”), to another entity (the “Assuming Entity”) which may be an entity that is not affiliated with the Transferor, and the 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 CertificatesNotes, upon satisfaction of the following conditions: (ab) the Assuming Entity, the Transferor Transferor, the Issuer 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 Issuer and the Indenture Trustee) (either, the “Assumption Agreement”) providing for the Assuming Entity to assume the Assigned Assets and the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts and the Receivables arising under any Additional Accounts to the TrusteeTrust, and the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor and an opinion Opinion of Counsel each stating that such transfer and assumption comply with this Section 7.053.4, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity the Transferor, enforceable against such Assuming Entity the Transferor 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) each provider of Series Enhancement, if any, shall have consented to such transfer and assumptionwith or waived; (c) all UCC filings required to perfect or to continue the Transferor or perfection and priority of the Assuming Entity interest of the Trust in the Trust Assets shall have been duly made and copies thereof shall have been delivered to the Owner Trustee copies of UCC financing statements covering such Accounts to perfect and the Indenture Trustee’s interest in the Receivables arising herein; (di) if the Assuming Entity is shall not be eligible to be a Non-Code Entitydebtor in a case under the United States Bankruptcy Code, the Transferor shall have delivered notice of such transfer and assumption to each Note Rating Agency or, or (ii) if the Assuming Entity is not shall be eligible to be a Non-Code Entitydebtor in a case under the United States Bankruptcy Code, the Transferor shall have received written delivered notice from each Rating Agency that of such transfer and assumption will not have a Ratings Effect to the Servicer, the Owner Trustee and the Indenture Trustee, and the Note Rating Agency Condition shall have delivered copies of each such written notice to the Servicer and the Trusteebeen satisfied; (e) the Owner Trustee and the Indenture Trustee shall have received an Opinion one or more Opinions of Counsel with respect to clause the effect that (ci) the transfer of Receivables by the Assuming Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables, as the case may be, by the Assuming Entity to the Trust, (ii) the condition specified in paragraph (b) above shall have been satisfied, and as (iii) if the Assuming Entity shall be subject to certain other matters specified in Exhibit H-2the FDIA, transfers of Receivables by such Assuming Entity to the Trust shall be entitled to the protections of the FDIC Rule; and (f) the Owner Trustee and the Indenture Trustee shall have received a an Issuer Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, the Transferor shall surrender the Base Certificatecertificate, if anyapplicable, evidencing its interest in the Trust Transferor Interest to the Transfer Agent and Note Registrar for registration of transfer and the Transfer Agent and Note Registrar shall issue a new Base Certificatecertificate, 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, the 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 a Transferor prior to such transfertransfer of the Transferor Interest.

Assumption of the Transferor’s Obligations. Notwithstanding the provisions of Section 7.02, the Transferor may assign, convey and transfer all of its remaining interest in the Receivables arising in the Accounts, its interest in the Participation Interests and its Transferor’s 's Interest (collectively, the “"Assigned Assets”"), together with all of its obligations 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 the Transferor, and the 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 Certificates, upon satisfaction of the following conditions: (a) the Assuming Entity, the Transferor and the Trustee 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 and the Receivables arising under any Additional Accounts to the Trustee, and the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor and an opinion of Counsel each stating that such transfer and assumption comply with this Section 7.05, 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) each provider of Series Enhancement, if any, shall have consented to such transfer and assumption; (c) the Transferor or the Assuming Entity shall have delivered to the Trustee copies of UCC financing statements covering such Accounts to perfect the Trustee’s 's interest in the Receivables arising herein; (d) if the Assuming Entity is a Non-Code Entity, the Transferor shall have delivered notice of such transfer and assumption to each Rating Agency or, if the Assuming Entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency that such transfer and assumption will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; (e) the Trustee shall have received an Opinion of Counsel with respect to clause (c) above and as to certain other matters specified in Exhibit H-2; and (f) the Trustee shall have received a Tax Opinion. Upon such transfer to and assumption by the Assuming Entity, the Transferor shall surrender the Base Certificate, if any, evidencing its interest in the Trust to the Transfer Agent and Registrar for registration of transfer and the Transfer Agent and Registrar shall issue a new Base Certificate, if applicable, in the name of the Assuming Entity. Notwithstanding such assumption, the 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 a Transferor prior to such transfer.