Common use of Undertaking and Assumption Clause in Contracts

Undertaking and Assumption. To the extent that any Collateral Obligation requires that any transferee of an interest therein must execute an assignment and assumption agreement whereby such transferee assumes all of the obligations of the holder thereof with respect to such Collateral Obligation or portion thereof being transferred, and such an agreement has not already been executed and delivered, the parties hereto intend that this Agreement shall constitute such an assignment and assumption agreement (within the meaning of such Collateral Obligation) with respect to the transfer of such Collateral Obligation to the Issuer and the Issuer may enter into an omnibus assignment and assumption agreement to evidence such assignment and assumption pursuant to this Agreement. The Issuer hereby assumes and undertakes to perform, pay or discharge in accordance with the terms and conditions thereof all obligations of the Seller in its capacity as the holder of each Sold Asset under the related Collateral Obligation, to the extent such obligations are to be performed, paid or discharged after the effectiveness of the transfer of each such Sold Asset and related Collateral Obligation to the Issuer. The Issuer hereby agrees to be bound by the terms, provisions, covenants and conditions in each Collateral Obligation applicable to the holder of each such Sold Asset. The Seller hereby retains and undertakes to perform, pay or discharge in accordance with the terms and conditions under such Collateral Obligation all of the obligations of the holder of the Sold Asset to the extent such obligations arose or accrued prior to the effectiveness of such transfer. The Issuer agrees to execute and deliver all such further assurances as may be reasonably requested by the Seller in order to effect the assumption by the Issuer of the obligations of the Seller under such Collateral Obligation with respect to the Sold Assets as contemplated herein. Except as may otherwise have been agreed to between the parties with respect to any particular Sold Asset, (i) the Seller hereby represents, warrants and agrees that any amounts received by it with respect to any Sold Asset and which accrue from and after the effectiveness of the transfer of such Sold Asset shall be held in trust for the benefit of and shall be promptly remitted to the Issuer upon receipt thereof, and (ii) the Issuer hereby represents, warrants and agrees that any amounts received by it with respect to a Sold Asset which accrue with respect to the period prior to the effectiveness of such transfer of such Sold Asset shall be held in trust for the benefit of and shall be promptly remitted to the Seller upon receipt thereof.

Undertaking and Assumption. To the extent that any Collateral Obligation requires that any transferee of an interest therein must execute an assignment and assumption agreement whereby such transferee assumes all of the obligations of the holder thereof with respect to such Collateral Obligation or portion thereof being transferred, and such an agreement has not already been executed and delivered, the parties hereto intend that this Agreement shall constitute such an assignment and assumption agreement (within the meaning of such Collateral Obligation) with respect to the transfer of such Collateral Obligation to the Issuer Xxxxx Creek and the Issuer Xxxxx Creek may enter into an omnibus assignment and assumption agreement to evidence such assignment and assumption pursuant to this Agreement. The Issuer Xxxxx Creek hereby assumes and undertakes to perform, pay or discharge in accordance with the terms and conditions thereof all obligations of the Seller in its capacity as the holder of each Sold Asset under the related Collateral Obligation, to the extent such obligations are to be performed, paid or discharged after the effectiveness of the transfer of each such Sold Asset and related Collateral Obligation to the IssuerXxxxx Creek. The Issuer Xxxxx Creek hereby agrees to be bound by the terms, provisions, covenants and conditions in each Collateral Obligation applicable to the holder of each such Sold Asset. The Seller hereby retains and undertakes to perform, pay or discharge in accordance with the terms and conditions under such Collateral Obligation all of the obligations of the holder of the Sold Asset to the extent such obligations arose or accrued prior to the effectiveness of such transfer. The Issuer Xxxxx Creek agrees to execute and deliver all such further assurances as may be reasonably requested by the Seller in order to effect the assumption by the Issuer Xxxxx Creek of the obligations of the Seller under such Collateral Obligation with respect to the Sold Assets as contemplated herein. Except as may otherwise have been agreed to between the parties with respect to any particular Sold Asset, (i) the Seller hereby represents, warrants and agrees that any amounts received by it with respect to any Sold Asset and which accrue from and after the effectiveness of the transfer of such Sold Asset shall be held in trust for the benefit of and shall be promptly remitted to the Issuer Xxxxx Creek upon receipt thereof, and (ii) the Issuer Xxxxx Creek hereby represents, warrants and agrees that any amounts received by it with respect to a Sold Asset which accrue with respect to the period prior to the effectiveness of such transfer of such Sold Asset shall be held in trust for the benefit of and shall be promptly remitted to the Seller upon receipt thereof.

Undertaking and Assumption. To the extent that any Collateral Obligation requires that any transferee of an interest therein must execute an assignment and assumption agreement whereby such transferee assumes all of the obligations of the holder thereof with respect to concerning such Collateral Obligation or portion thereof being transferred, and such an agreement has not already been executed and delivered, the parties hereto intend that this Agreement shall constitute such an assignment and assumption agreement (within the meaning of such Collateral Obligation) with respect to concerning the transfer of such Collateral Obligation to the Issuer Recipient and the Issuer Recipient may enter into an omnibus assignment and assumption agreement to evidence such assignment and assumption pursuant to under this Agreement. The Issuer Recipient hereby assumes and undertakes to perform, pay pay, or discharge in accordance with under the terms and conditions thereof all obligations of the Seller Asset Holder in its capacity as the holder of each Sold Asset Collateral under the related Collateral Obligation, to the extent such obligations are to be performed, paid paid, or discharged after the effectiveness of the transfer of each such Sold Asset Collateral and related Collateral Obligation to the IssuerRecipient. The Issuer Recipient hereby agrees to be bound by the terms, provisions, covenants covenants, and conditions in each the Collateral Obligation applicable to the holder of each such Sold AssetObligation. The Seller Asset Holder hereby retains and undertakes to perform, pay pay, or discharge in accordance with under the terms and conditions under such Collateral Obligation all of the obligations of the holder of the Sold Asset Collateral to the extent such obligations arose or accrued prior to before the effectiveness of such transfer. The Issuer Recipient agrees to execute and deliver all such further assurances as may be reasonably requested by the Seller in order Asset Holder to effect affect the assumption by the Issuer Recipient of the obligations of the Seller Asset Holder under such Collateral Obligation with respect to concerning the Sold Assets Collateral as contemplated herein. Except as may otherwise have been agreed to between the parties with respect to concerning any particular Sold AssetCollateral, (i) the Seller Asset Holder hereby represents, represents warrants and agrees that any amounts received by it with respect to any Sold Asset concerning the Collateral and which accrue from and after the effectiveness of the transfer of such Sold Asset Collateral shall be held in trust for the benefit of and shall be promptly remitted no way create a right to the Issuer upon receipt thereof, and (ii) the Issuer hereby represents, warrants and agrees that any amounts received by it with respect to a Sold Asset which accrue with respect to the period prior to the effectiveness of such transfer of such Sold Asset shall be held in trust for the benefit of and shall be promptly remitted to the Seller upon receipt thereofCollateral.

Undertaking and Assumption. To the extent that any Collateral Obligation requires that any transferee of an interest therein must execute an assignment and assumption agreement whereby such transferee assumes all of the obligations of the holder thereof with respect to such Collateral Obligation or portion thereof being transferred, and such an agreement has not already been executed and delivered, the parties hereto intend that this Agreement shall constitute such an assignment and assumption agreement (within the meaning of such Collateral Obligation) with respect to the transfer of such Collateral Obligation to the Issuer Race Street and the Issuer Race Street may enter into an omnibus assignment and assumption agreement to evidence such assignment and assumption pursuant to this Agreement. The Issuer Race Street hereby assumes and undertakes to perform, pay or discharge in accordance with the terms and conditions thereof all obligations of the Seller in its capacity as the holder of each Sold Asset under the related Collateral Obligation, to the extent such obligations are to be performed, paid or discharged after the effectiveness of the transfer of each such Sold Asset and related Collateral Obligation to the IssuerRace Street. The Issuer Race Street hereby agrees to be bound by the terms, provisions, covenants and conditions in each Collateral Obligation applicable to the holder of each such Sold Asset. The Seller hereby retains and undertakes to perform, pay or discharge in accordance with the terms and conditions under such Collateral Obligation all of the obligations of the holder of the Sold Asset to the extent such obligations arose or accrued prior to the effectiveness of such transfer. The Issuer Race Street agrees to execute and deliver all such further assurances as may be reasonably requested by the Seller in order to effect the assumption by the Issuer Race Street of the obligations of the Seller under such Collateral Obligation with respect to the Sold Assets as contemplated herein. Except as may otherwise have been agreed to between the parties with respect to any particular Sold Asset, (i) the Seller hereby represents, warrants and agrees that any amounts received by it with respect to any Sold Asset and which accrue from and after the effectiveness of the transfer of such Sold Asset shall be held in trust for the benefit of and shall be promptly remitted to the Issuer Race Street upon receipt thereof, and (ii) the Issuer Race Street hereby represents, warrants and agrees that any amounts received by it with respect to a Sold Asset which accrue with respect to the period prior to the effectiveness of such transfer of such Sold Asset shall be held in trust for the benefit of and shall be promptly remitted to the Seller upon receipt thereof.