Date").
(a)
As of the Effective Date, (i) the Assignee shall be a party to
the Agreement and all other relevant Transaction Documents and, to the extent
provided in this Assignment and Acceptance Agreement, have the rights and
obligations of [the Agent and] a Bank thereunder and hereunder and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance
Agreement, relinquish its rights and be released from its obligations under the
Transaction Documents.
(b)
From and after the Effective Date, all payments under the
Transaction Documents in respect of the interest assigned hereby (including,
without limitation, all payments of Capital, Yield and fees with respect
thereto) shall be made to the Assignee. The Assignor and Assignee shall make any
appropriate adjustments in payments under the Transaction Documents for periods
prior to the Effective Date directly between themselves.
Annex D-3
(c)
[By acknowledging and agreeing to this Assignment and
Acceptance Agreement, each Originator, and by executing this Assignment and
Acceptance Agreement, the Assignor, hereby authorizes the Assignee to file, on
and after the Effective Date, financing and/or continuation statements, and
amendments thereto, relating to the Receivables and the Related Security, the
related Contracts and the Collections with respect thereto, any other Seller
Collateral and any other assets of such Originator in which a security interest
is granted under the Transaction Documents.]1
(d)
[Seller, Servicer and the Bank hereby acknowledge and confirm
that they have agreed to waive the 30 day notice period for assignments
prescribed by Section 10(a) of the Deposit Account Control Agreement with
respect to the assignment of such Deposit Account Control Agreement by the
Assignor to the Assignee that is occurring on the Effective Date, as specified
herein.]2
7.
[RELEASE. SELLER, THE SERVICER AND THE ORIGINATORS EACH HEREBY
ACKNOWLEDGES AND AGREES THAT: (A) ASSIGNOR AND EACH OF ITS RESPECTIVE
AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, CONTRACTORS AND ATTORNEYS
(COLLECTIVELY, THE "RELEASED PARTIES") HAVE ACTED IN GOOD FAITH IN NEGOTIATING
AND ENTERING INTO THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT AND EACH OF THE OTHER
TRANSACTION DOCUMENTS AND THAT THE PROVISIONS HEREOF AND THEREOF ARE NOT IN
BREACH OR VIOLATION OF ANY DUTY OR OBLIGATION, EXPRESS OR IMPLIED, OF SELLER TO
ASSIGNOR OR AGENT; (B) EACH OF THE RELEASED PARTIES HAS FULLY PERFORMED ALL OF
ITS EXPRESS AND IMPLIED OBLIGATIONS TO SELLER IN CONNECTION WITH THE TRANSACTION
DOCUMENTS AND WITH RESPECT TO ALL OTHER CONTRACTUAL RELATIONSHIPS BETWEEN SUCH
RELEASED PARTY AND SELLER, THE SERVICER AND THE ORIGINATORS; AND (C) NONE OF
SELLER, THE SERVICER OR THE ORIGINATORS HAS ANY CLAIM, DEMAND OR CAUSE OF ACTION
AGAINST ANY RELEASED PARTY OF ANY NATURE, WHETHER IN TORT OR IN CONTRACT. IN
CONSIDERATION FOR THE EXECUTION OF THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT,
SELLER, THE SERVICER AND THE ORIGINATORS EACH DOES HEREBY RELEASE AND FOREVER
DISCHARGE EACH RELEASED PARTY FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, DEBTS,
DUES, CLAIMS, DEMANDS, LIABILITIES AND OBLIGATIONS OF EVERY KIND AND NATURE,
BOTH IN LAW AND IN EQUITY, KNOWN OR UNKNOWN, NOW EXISTING, WHICH MIGHT BE
ASSERTED