Common use of Consent and Release Clause in Contracts

Consent and Release. The Consenting Party hereby consents to the assignment, transfer, assumption and novation of the Reinsurance Agreements contemplated herein and subject to the terms and conditions of this Agreement, waives any rights that it may have under the Reinsurance Agreements that arise or are triggered as a result of such assignment, transfer, assumption and novation. The parties acknowledge and agree that the Transferor is hereby irrevocably released from all obligations, duties and liabilities under the Reinsurance Agreements (whether known or unknown and whether existing now or arising hereafter with respect to periods on, before or after the Effective Date) and shall have no further rights, duties, obligations or liabilities thereunder, it being understood that the Transferee is assuming all such rights, duties, obligations and liabilities pursuant to this Agreement; provided, however, that the Consenting Party does not release the Transferor for any obligations, duties or liabilities for any breach or default by the Transferor under the Reinsurance Agreements prior to the Effective Date (the “Transferor Retained Liabilities”), and the Transferor shall remain liable to the Consenting Party for the Transferor Retained Liabilities. From and after the Effective Date, the Consenting Party shall not look to the Transferor and instead shall look only to the Transferee with respect to any rights it may have under the Reinsurance Agreements other than with respect to the Transferor Retained Liabilities. The parties hereto acknowledge and agree that any failure on the part of the Transferee to perform under the Reinsurance Agreements shall not result in any liability to the Transferor. The Consenting Party agrees that, from and after the Effective Date, it shall perform any and all of its obligations and duties under the Reinsurance Agreements owing to the Transferor for the benefit of the Transferee and pay any amounts owing to the Transferor under the Reinsurance Agreements to the Transferee; provided, however, that the Consenting Party’s agreement to perform such obligations and duties shall be subject to any and all defenses, setoffs or counterclaims that the Consenting Party would have had against the Transferor and no such defenses, setoffs or counterclaims are waived by this Agreement or the consummation of the transactions contemplated hereby.

Consent and Release. The Consenting Party (a) Each of the Lenders and the Managing Agent hereby consents to (1) the assignment, transfer, assignment by General Electric Capital Corporation and the assumption and novation by Synchrony Financial or any Affiliate thereof of the Reinsurance Agreements duties of the Administrator under the Administration Agreement on any date on or after the date hereof (the “Administration Assignment”), (2) the assignment by General Electric Capital Corporation and assumption by Synchrony Financial or any Affiliate of GE Capital Retail Bank of the duties of Servicer under the Servicing Agreement on any date on or after the date hereof (the “Servicing Assignment”) and (3) an amendment to the Servicing Agreement on or after the date hereof to provide that (i) the resignation of General Electric Capital Corporation, as contemplated herein and by the Servicing Assignment, shall not be subject to the terms condition in Section 6.1 of the Servicing Agreement requiring satisfaction of the Rating Agency Condition and conditions (ii) the appointment of this Synchrony Financial or any Affiliate of GE Capital Retail Bank as successor Servicer shall not be subject to the condition in Section 6.2 of the Servicing Agreement that any successor Servicer have a long-term debt rating of at least “Baa3” by ▇▇▇▇▇’▇ and “BBB-” by S&P (the “Servicing Agreement Amendment” and, together with the Administration Assignment and the Servicing Assignment, the “Program Changes”). The Lenders and Managing Agent consents to any additional amendments to the Related Documents necessary or desirable to effectuate or document the Program Changes. 35 GE Capital Credit Card Master Note Trust, Loan Agreement (Series 2014-VFN[—], Class A) (b) Effective as of the date of the Administration Assignment, and notwithstanding anything to the contrary in the Administration Agreement, waives any rights that it may have each Lender and Managing Agent, for itself and on behalf of its successors and assignees, does hereby release, remise, forgive and forever discharge General Electric Capital Corporation, in its capacity as administrator under the Reinsurance Agreements that arise Borrower Administration Agreement, from all claims, counterclaims, actions, causes of action (including any relating in any manner to any existing litigation or are triggered as a result investigation), suits, obligations, controversies, debts, liens, contracts, agreements, covenants, promises, liabilities, damages, penalties, demands, threats, compensation, losses, costs, judgments, orders, interest, fee or expense (including attorneys’ fees and expenses) or other similar items of any kind, type, nature, character or description of such assignmentLender and Managing Agent (“Claims”), transfer, assumption and novation. The parties acknowledge and agree that the Transferor is hereby irrevocably released from all obligations, in each case arising out of General Electric Capital Corporation’s duties and liabilities or obligations as Administrator or any action taken or not taken by General Electric Capital Corporation under the Reinsurance Agreements (Administration Agreement, including, whether in law, equity or otherwise, whether now known or unknown unknown, whether in contract or in tort, whether ▇▇▇▇▇▇ or inchoate, whether contingent or vested, whether liquidated or unliquidated, whether fixed or unfixed, whether matured or unmatured, whether suspected or unsuspected and whether existing now or not concealed, sealed or hidden or that may be asserted by such Lender and Managing Agent, through such Lender and Managing Agent or otherwise on the behalf of such Lender and Managing Agent, in each case arising hereafter with respect to periods on, before or after the Effective Date) and shall have no further rights, duties, obligations or liabilities thereunder, it being understood that the Transferee is assuming all such rights, duties, obligations and liabilities pursuant to this Agreement; provided, however, that the Consenting Party does not release the Transferor for any obligations, out of General Electric Capital Corporation’s duties or liabilities for obligations as Administrator or any breach action taken or default not taken by the Transferor General Electric Capital Corporation under the Reinsurance Agreements Borrower Administration Agreement, which existed at any time on or prior to the Effective Date (the “Transferor Retained Liabilities”)date hereof, and the Transferor shall remain liable including relating or purportedly relating in any manner whatsoever to any facts, known or unknown, in existence on or at any time prior to the Consenting Party for the Transferor Retained Liabilities. From date hereof, by or in favor of such Lender and after the Effective Date, the Consenting Party shall not look to the Transferor and instead shall look only to the Transferee with respect to any rights it may have under the Reinsurance Agreements other than with respect to the Transferor Retained Liabilities. The parties hereto acknowledge and agree that any failure on the part of the Transferee to perform under the Reinsurance Agreements shall not result in any liability to the Transferor. The Consenting Party agrees that, from and after the Effective Date, it shall perform any and all of its obligations and duties under the Reinsurance Agreements owing to the Transferor for the benefit of the Transferee and pay any amounts owing to the Transferor under the Reinsurance Agreements to the Transferee; provided, however, that the Consenting Party’s agreement to perform such obligations and duties shall be subject to any and all defenses, setoffs or counterclaims that the Consenting Party would have had against the Transferor and no such defenses, setoffs or counterclaims are waived by this Agreement or the consummation of the transactions contemplated herebyManaging Agent.

Consent and Release. The Consenting Party hereby consents to the assignment, transfer, assumption and novation of the Reinsurance Agreements contemplated herein and subject to the terms and conditions of this Agreement, waives any rights that it may have under the Reinsurance Agreements that arise or are triggered as a result of such assignment, transfer, assumption and novation. The parties acknowledge and agree that the Transferor is hereby irrevocably released from all obligations, duties and liabilities under the Reinsurance Agreements (whether known or unknown and whether existing now or arising hereafter with respect to periods on, before or after the Effective Date) and shall have no further rights, duties, obligations or liabilities thereunder, it being understood that the Transferee is assuming all such rights, duties, obligations and liabilities pursuant to this Agreement; provided, however, that the Consenting Party does not release the Transferor for any obligations, duties or liabilities for any breach or default by the Transferor under the Reinsurance Agreements prior to the Effective Date (the “Transferor Retained Liabilities”), and the Transferor shall remain liable to the Consenting Party for the Transferor Retained Liabilities. From and after the Effective Date, the Consenting Party shall not look to the Transferor and instead shall look only to the Transferee with respect to any rights it may have under the Reinsurance Agreements other than with respect to the Transferor Retained LiabilitiesAgreements. The parties hereto acknowledge and agree that any failure on the part of the Transferee to perform under the Reinsurance Agreements shall not result in any liability to the Transferor. The Consenting Party agrees that, from and after the Effective Date, it shall perform any and all of its obligations and duties under the Reinsurance Agreements owing to the Transferor for the benefit of the Transferee and pay any amounts owing to the Transferor under the Reinsurance Agreements to the Transferee; provided, however, that the Consenting Party’s agreement to perform such obligations and duties shall be subject to any and all defenses, setoffs or counterclaims that the Consenting Party would have had against the Transferor and no such defenses, setoffs or counterclaims are waived by this Agreement or the consummation of the transactions contemplated hereby.

Consent and Release. The Consenting Party PLIC hereby consents to the novation, assignment, transfer, assumption and novation conveyance of the Reinsurance Agreements Coinsurance Trust Agreement contemplated herein and subject to the terms and conditions of this Agreement, waives any rights that it may have under the Reinsurance Agreements Coinsurance Trust Agreement that arise or are triggered solely as a result of such novation, assignment, transfer, assumption and novationconveyance. The parties Prime Re, Pecan Re and PLIC acknowledge and agree that the Transferor Prime Re is hereby irrevocably released from all obligationsduties, duties risks, obligations and liabilities under the Reinsurance Agreements Coinsurance Trust Agreement (whether known or unknown and whether existing now or arising hereafter with respect to periods on, before or after the Effective DateTime) and shall have no further rights, duties, risks, obligations or liabilities thereunder, it being understood that the Transferee Pecan Re is assuming all such rights, duties, risks, obligations and liabilities pursuant to this Agreement; provided, however, that the Consenting Party does not release the Transferor Agreement and is being substituted for any obligations, duties or liabilities for any breach or default by the Transferor Prime Re under the Reinsurance Agreements prior to the Effective Date (the “Transferor Retained Liabilities”), and the Transferor shall remain liable to the Consenting Party for the Transferor Retained LiabilitiesCoinsurance Trust Agreement. From and after the Effective DateTime, the Consenting Party PLIC shall not look to the Transferor Prime Re and instead shall look only to the Transferee Pecan Re with respect to any rights it may have under the Reinsurance Agreements other than with respect to the Transferor Retained LiabilitiesCoinsurance Trust Agreement. The parties hereto Prime Re, Pecan Re and PLIC acknowledge and agree that any failure on the part of the Transferee Pecan Re to perform under the Reinsurance Agreements Coinsurance Trust Agreement shall not result in any liability to the TransferorPrime Re. The Consenting Party PLIC agrees that, from and after the Effective DateTime, it shall perform any and all of its respective obligations and duties under the Reinsurance Agreements Coinsurance Trust Agreement owing to the Transferor Prime Re for the benefit of the Transferee Pecan Re and pay any amounts owing to the Transferor Prime Re under the Reinsurance Agreements Coinsurance Trust Agreement to the Transferee; provided, however, that the Consenting Party’s agreement to perform such obligations and duties shall be subject to any and all defenses, setoffs or counterclaims that the Consenting Party would have had against the Transferor and no such defenses, setoffs or counterclaims are waived by this Agreement or the consummation of the transactions contemplated herebyPecan Re.