Common use of Reassignment and Transfer Terms Clause in Contracts

Reassignment and Transfer Terms. (a) If the Servicer purchases, redeems or prepays any Note Series pursuant to an optional redemption provision under the related Indenture Supplement, then the related Collateral Series shall be deemed to have been retired. Upon the termination of any Note Series pursuant to the Indenture, the related Collateral Series shall also terminate. (b) Once each Series of Certificates issued under the Agreement has been retired, other than the Collateral Series and any other Series the requisite holders of which have consented to the following transactions, the holder of the Transferor Interest shall have the option to transfer the Transferor Interest to the Note Trust, upon which transfer the Trust shall terminate, and all of the Trust Assets shall be distributed to the Note Trust, as holder of all of the beneficial interests in the Trust; PROVIDED that such termination shall not take effect until Transferor has delivered to the Indenture Trustee a Tax Opinion (as defined in Annex A to the Master Indenture) with respect to the termination and favorable legal opinions as to (i) the enforceability of any documents executed by Transferor in connection with the termination and (ii) the validity and priority of the security interest in the Receivables and the proceeds thereof granted by Transferor to Issuer pursuant to the Transfer and Servicing Agreement, on terms substantially similar to the most recent legal opinion delivered by Transferor's counsel as to the validity and priority of the security interest granted by Transferor to the Trust in connection with the then most recently issued Note Series.

Reassignment and Transfer Terms. (a) If the Servicer purchases, redeems or prepays any Note Series pursuant to an optional redemption provision under the related Indenture Supplement, then the related Collateral Series shall be deemed to have been retired. Upon the termination of any Note Series pursuant to the Indenture, the related Collateral Series shall also terminate. (b) Once each Series of Certificates issued under the Agreement has been retired, other than the Collateral Series and any other Series the requisite holders of which have consented to the following transactions, the holder of the Transferor Interest shall have the option to transfer the Transferor Interest to the Note Trust, upon which transfer the Trust shall terminate, and all of the Trust Assets shall be distributed to the Note Trust, as holder of all of the beneficial interests in the Trust; PROVIDED provided that such termination shall not take effect until the Transferor has delivered to the Indenture Trustee a Tax Opinion (as defined in Annex A to the Master Indenture) with respect to the termination and favorable legal opinions as to (i) the enforceability of any documents executed by the Transferor in connection with the termination and (ii) the validity and priority of the security interest in the Receivables and the proceeds thereof granted by the Transferor to Issuer the Note Trust pursuant to the Transfer and Servicing Agreement, on terms substantially similar to the most recent legal opinion delivered by the Transferor's counsel as to the validity and priority of the security interest granted by the Transferor to the Trust Trustee in connection with the then most recently issued Note Series.

Reassignment and Transfer Terms. (a) If the Servicer purchases, redeems or prepays any Note Series pursuant to an optional redemption provision under the related Indenture Supplement, then the related Collateral Series shall be deemed to have been retired. Upon the termination of any Note Series pursuant to the Indenture, the related Collateral Series shall also terminate. (b) Once each Series of Certificates issued under the Agreement has been retired, other than the Collateral Series and any other Series the requisite holders of which have consented to the following transactions, the holder Holder of the Transferor Interest Exchangeable Seller Certificate shall have the option to transfer the Transferor Interest Exchangeable Seller Certificate to the Note Trust, upon which transfer the Trust shall terminate, and all of the trust assets Conveyed by the Seller to the Trust Assets pursuant to Section 2.1 of the Agreement shall be distributed to the Note Trust, as holder of all of the beneficial interests in the Trust; PROVIDED provided that such termination shall not take effect until Transferor Seller has delivered to the Indenture Trustee a Tax Opinion (as defined in Annex A to the Master Indenture) with respect to the termination and favorable legal opinions as to (i) the enforceability of any documents executed by Transferor Seller in connection with the termination and (ii) the validity and priority of the security interest in the Receivables and the proceeds thereof granted by Transferor to Issuer pursuant to the Transfer and Servicing Agreement, on terms substantially similar to the most recent legal opinion delivered by Transferor's Seller’s counsel as to the validity and priority of the security interest granted by Transferor Seller to the Trust in connection with the then most recently issued Note Series.

Reassignment and Transfer Terms. (a) If the Servicer Transferor purchases, redeems or prepays any Note Series pursuant to an optional redemption provision under the related Indenture Supplement, then the related Collateral Series shall be deemed to have been retired. Upon the termination of any Note Series pursuant to the Indenture, the related Collateral Series shall also terminate. (b) Once each Series of Certificates issued under the Agreement has been retired, other than the Collateral Series and any other Series the requisite holders of which have consented to the following transactions, the holder of the Transferor Interest shall have the option to transfer the Transferor Interest to the Note Trust, upon which transfer the Trust shall terminate, and all of the Trust Assets shall be distributed to the Note Trust, as holder of all of the beneficial interests in the Trust; PROVIDED provided that such termination shall not take effect until the Transferor has delivered to the Indenture Trustee a Tax Opinion (as defined in Annex A ii) an amendment to the Master Indenture) with respect Receivables Purchase Agreement to appropriately change references to the termination Trust, the Agreement and the Trustee and (ii) favorable legal opinions as to (iA) the enforceability of any documents executed by the Transferor in connection with the termination and such termination, (iiB) the validity and priority of the security interest in the Receivables and the proceeds thereof granted by the Transferor to Issuer pursuant to the Transfer and Servicing Agreement, on terms substantially similar to the most recent legal opinion delivered by the Transferor's counsel as to the validity and priority of the security interest granted by the Transferor to the Trust in connection with the then most recently issued Note SeriesSeries and (C) that such transaction will not have any material adverse impact on the Federal income tax characterization of any outstanding Note Series or Class thereof that has been the subject of a previous opinion of tax counsel or result in the Note Trust being taxable as an association or as a publicly traded partnership taxable as a corporation for Federal or applicable state tax purposes.

Reassignment and Transfer Terms. (a) If the Servicer Transferor purchases, redeems or prepays any Note Series pursuant to an optional redemption provision under the related Indenture Supplement, then the related Collateral Series shall be deemed to have been retired. Upon the termination of any Note Series pursuant to the Indenture, the related Collateral Series shall also terminate. (b) Once each Series of Certificates issued under the Agreement has been retired, other than the Collateral Series and any other Series the requisite holders of which have consented to the following transactions, the holder of the Transferor Interest shall have the option to transfer the Transferor Interest to the Note Trust, upon which transfer the Trust shall terminate, and all of the Trust Assets shall be distributed to the Note Trust, as holder of all of the beneficial interests in the Trust; PROVIDED provided, however, that such termination shall not take effect until the Transferor has delivered to the Indenture Trustee a Tax Opinion (as defined in Annex A ii) an amendment to the Master Indenture) with respect Receivables Purchase Agreement to appropriately change references to the termination Trust, the Agreement and the Trustee and (ii) favorable legal opinions as to (iA) the enforceability of any documents executed by the Transferor in connection with the termination and such termination, (iiB) the validity and priority of the security interest in the Receivables and the proceeds thereof granted by the Transferor to Issuer pursuant to the Transfer and Servicing Agreement, on terms substantially similar to the most recent legal opinion delivered by the Transferor's counsel as to the validity and priority of the security interest granted by the Transferor to the Trust in connection with the then most recently issued Note SeriesSeries and (C) that such transaction will not have any material adverse impact on the Federal income tax characterization of any outstanding Note Series or Class thereof that has been the subject of a previous opinion of tax counsel or result in the Note Trust being taxable as an association or as a publicly traded partnership taxable as a corporation for Federal or applicable state tax purposes.