ASSUMPTION AND ASSIGNMENT. SECTION 1.1. Unless otherwise defined in this Omnibus Assignment and Assumption Agreement, all defined terms used herein, including the Recitals hereto, shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement. (a) For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, the Original Seller and Servicer does hereby: (i) assign all of its right, title and interest, and delegate all of its duties and obligations that are incurred or accrue on or after the date hereof, under the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Indenture, the Transfer and Administration Agreement and the Asset Representation Review Agreement and each other Securitization Agreement to which it is a party, to New Seller and Servicer; (ii) assign all of its right, title and interest in and to all Class B Notes, Class C Notes and Class D Notes issued and outstanding as of the date hereof to New Seller and Servicer; (iii) assign all of its right, title and interest in and to the Subordinated Note (as defined in the Receivables Purchase Agreement) to New Seller and Servicer; (iv) transfer its membership interest in WFB Funding LLC (it being understood that WFB Funding LLC is and shall continue to be the sole owner of the Transferor Interest in the Master Trust and the beneficial interest in the Issuer) to New Seller and Servicer; and (v) assign all of its right, title and interest in and to all other “Securitization Assets” (as defined in the Purchase Agreement), whether or not expressly referenced above to New Seller and Servicer. (b) For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, the New Seller and Servicer accepts all such assigned right, title and interest, assumes all such duties and obligations and agrees that it shall be substituted for the Original Seller and Servicer under each of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Indenture, the Transfer and Administration Agreement and the Asset Representation Review Agreement and each other Securitization Agreement to which the Original Seller and Servicer is a party. (c) Each of the Master Trust Trustee, the Indenture Trustee, the Transferor, the Issuer and ▇▇▇▇▇▇▇ hereby severally (i) acknowledges and consents to the assignment and delegation made above, (ii) acknowledges and agrees that as of the date hereof, the New Seller and Servicer has been substituted for the Original Seller and Servicer under each of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Indenture, the Transfer and Administration Agreement and the Asset Representation Review Agreement, as applicable, and (iii) releases the Original Seller and Servicer from all of its duties and obligations under such agreements. (a) The New Seller and Servicer hereby acknowledges that the Original Seller and Servicer has transferred to the New Seller and Servicer any right, title and interest retained by the Original Seller and Servicer in and to the Receivables arising from time to time in the Accounts and Related Assets with respect thereto. (b) The New Seller and Servicer hereby confirms, affirms and ratifies the transfer, assignment, set over and conveyance contained in the Receivables Purchase Agreement and, as RPA Seller under the Receivables Purchase Agreement, the New Seller and Servicer hereby sells, transfers, assigns, sets over and otherwise conveys to the Transferor, without recourse, all right, title and interest of the New Seller and Servicer in and to (i) the Receivables now existing and arising from time to time in the Accounts and Related Assets with respect thereto and (ii) all proceeds of such rights and such amounts, to secure the performance of all of the obligations of RPA Seller under the Receivables Purchase Agreement, the Pooling and Servicing Agreement and each other Securitization Agreement or Transaction Document (as defined in the Pooling and Servicing Agreement) to which it is a party. (c) It is the intention of the parties hereto that the conveyances of the Receivables and the other Related Assets (including all proceeds thereof) by New Seller and Servicer, as RPA Seller, to Transferor, as Purchaser, as provided in Section 2.01 of the Receivables Purchase Agreement and this Section 1.3 be, and be construed as, absolute sales, without recourse except as explicitly provided therein and herein, of the Receivables and the other Related Assets by New Seller and Servicer, as RPA Seller, to Purchaser. Furthermore, it is not intended that such conveyance be deemed a pledge of the Receivables and the other Related Assets by New Seller and Servicer, as RPA Seller, to Purchaser to secure a debt or other obligation of New Seller and Servicer, as RPA Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in Section 2.01 of the Receivables Purchase Agreement and this Section 1.3, is determined to be a transfer for security, then this Agreement shall be deemed to be a security agreement and New Seller and Servicer, as RPA Seller, hereby grants to Purchaser a security interest in all right, title and interest of New Seller and Servicer, as RPA Seller, in and to the Receivables and the other Related Assets. SECTION 1.4. The Transferor hereby acknowledges its acceptance of all right, title and interest in and to the property, now existing and hereafter created, conveyed to the Transferor pursuant to Section 1.3(b) of this Omnibus Assignment and Assumption Agreement and declares that it shall maintain such right, title and interest on the terms and conditions set forth herein. The Transferor also hereby acknowledges its acceptance of a security interest in all right, title and interest in and to the property, now existing and hereafter created, granted to the Transferor pursuant to Section 1.3(c) of this Omnibus Assignment and Assumption Agreement and declares that it shall maintain such right, title and interest upon the terms and conditions set forth herein.
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Sources: Sale and Purchase Agreement (Cabelas Inc), Sale and Purchase Agreement (Cabela's Master Credit Card Trust)
ASSUMPTION AND ASSIGNMENT. SECTION 1.1. Unless otherwise defined in this Omnibus Assignment and Assumption Agreement, all defined terms used herein, including the Recitals hereto, shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement.
(a) For good By its execution and valuable consideration, receipt of which is hereby acknowledged, effective as of the date delivery hereof, the Original Seller and Servicer does hereby:
Lender (i) assign all makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other of its rightthe Loan Documents or the execution, title and interestlegality, and delegate all validity, enforceability, genuineness, sufficiency or value of its duties and obligations that are incurred or accrue on or after the date hereof, under the Receivables Purchase Credit Agreement, any other of the Pooling and Servicing AgreementLoan Documents or any other instrument or document furnished pursuant thereto, the Indenture, the Transfer and Administration Agreement and the Asset Representation Review Agreement and each other Securitization Agreement to which than that it is a party, to New Seller the legal and Servicer;
beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (ii) assign all of its right, title makes no representation or warranty and interest in and assumes no responsibility with respect to all Class B Notes, Class C Notes and Class D Notes issued and outstanding as the financial condition of the date hereof to New Seller and Servicer;
(iii) assign all Borrower or the Guarantor, or the performance or observance by the Borrower or the Guarantor of its rightany of their respective obligations under the Credit Agreement, title and interest in and to the Subordinated Note (as defined in the Receivables Purchase Agreement) to New Seller and Servicer;
(iv) transfer its membership interest in WFB Funding LLC (it being understood that WFB Funding LLC is and shall continue to be the sole owner any of the Transferor Interest in the Master Trust and the beneficial interest in the Issuer) to New Seller and Servicer; and
(v) assign all of its right, title and interest in and to all other “Securitization Assets” (as defined in the Purchase Agreement), whether Loan Documents or not expressly referenced above to New Seller and Servicer.
(b) For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, the New Seller and Servicer accepts all such assigned right, title and interest, assumes all such duties and obligations and agrees that it shall be substituted for the Original Seller and Servicer under each of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Indenture, the Transfer and Administration Agreement and the Asset Representation Review Agreement and each any other Securitization Agreement to which the Original Seller and Servicer is a party.
(c) Each of the Master Trust Trustee, the Indenture Trustee, the Transferor, the Issuer and ▇▇▇▇▇▇▇ hereby severally (i) acknowledges and consents to the assignment and delegation made above, (ii) acknowledges and agrees that as of the date hereof, the New Seller and Servicer has been substituted for the Original Seller and Servicer under each of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Indenture, the Transfer and Administration Agreement and the Asset Representation Review Agreement, as applicable, and (iii) releases the Original Seller and Servicer from all of its duties and obligations under such agreements.
(a) The New Seller and Servicer hereby acknowledges that the Original Seller and Servicer has transferred to the New Seller and Servicer any right, title and interest retained by the Original Seller and Servicer in and to the Receivables arising from time to time in the Accounts and Related Assets with respect instrument or document furnished pursuant thereto.
(b) The New Seller By its execution and Servicer hereby confirmsdelivery hereof, affirms and ratifies the transfer, assignment, set over and conveyance contained in the Receivables Purchase Agreement and, as RPA Seller under the Receivables Purchase Agreement, the New Seller and Servicer hereby sells, transfers, assigns, sets over and otherwise conveys to the Transferor, without recourse, all right, title and interest each of the New Seller and Servicer in and to Lenders (i) the Receivables now existing represents and arising from time warrants that it is legally authorized to time in the Accounts enter into this Agreement and Related Assets with respect thereto and that it is an Eligible Assignee; (ii) all proceeds confirms that it has received a copy of such rights the Credit Agreement and such amountsother documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon the Agent or the Original Lender and based on such documents and information as it shall deem appropriate at the time, continue to secure make its own credit decisions in taking or not taking action under the performance of all Credit Agreement; (iv) appoints and authorizes the Agent to take such action as agents on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are designated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (v) agrees that it will be bound by the provisions of the obligations of RPA Seller under the Receivables Purchase Agreement, the Pooling and Servicing Credit Agreement and each other Securitization will perform in accordance with its terms all the obligations that by the terms of the Credit Agreement or Transaction Document (are required to be performed by it as defined in the Pooling and Servicing Agreement) to which it is a partyDIP Lender.
(c) It is On the intention Amendment No. 2 Effective Date, (i) each New Lender will pay to the Agent (for the account of the parties hereto that the conveyances Original Lender) such amount as represents such New Lender's pro rata portion of the Receivables aggregate principal amount of the Loans that are outstanding on the Amendment No. 2 Effective Date and such New Lender's pro rata portion of the aggregate amount of the then unreimbursed drafts, if any, that were theretofore drawn under Letters of Credit, and (ii) the Agent shall pay to each New Lender such fees as have been previously agreed to between the Administrative Agent and such New Lender. Promptly following the occurrence of the Amendment No. 2 Effective Date, and in accordance with Section 10.03(e) of the Credit Agreement, the Agent shall record in the Register the names and addresses of each New Lender, the amount of such New Lender's Commitment reflected on the Commitment Schedule hereto, and the principal amount of such New Lender's outstanding Loans.
(d) By its execution and delivery hereof, each of the New Lenders (i) agrees that any interest, Commitment Fees and Letter of Credit Fees that accrued prior to the Amendment No. 2 Effective Date shall not be payable to such New Lender and authorizes and directs the Agent to deduct such amounts from any interest, Commitment Fees or Letter of Credit Fees paid to it after Amendment No. 2 Effective Date and to pay such amounts to the Original Lender (it being understood that interest, Commitment Fees and Letter of Credit Fees respecting the Commitment of the Original Lender and each New Lender that accrue on or after the Amendment No. 2 Effective Date shall be payable to each such DIP Lender in accordance with its Commitment), (ii) agrees that if it receives any amount under the Credit Agreement that is for the account of the Original Lender, it shall receive the same for the account of such Original Lender to the extent of the Original Lender's interest therein and shall promptly pay the same to such other Related Assets party, (including iii) acknowledges that if such New Lender is organized under the laws of a jurisdiction outside of the United States, such New Lender has heretofore furnished to the Agent the forms prescribed by the Internal Revenue Service of the United States certifying as to such New Lender's exemption from United States withholding taxes with respect to any payments to be made to such New Lender under the Credit Agreement (or such other documents as are necessary to indicate that all proceeds thereofsuch payments are subject to such tax at a rate reduced by an applicable tax treaty) and (iv) acknowledges that such New Lender has heretofore supplied to the Agent the information requested on the Administrative Questionnaire.
(e) The execution of this Agreement by New Seller the Borrower, the Agent and Servicer, as RPA Sellerthe Fronting Bank is evidence of the consents required pursuant to Section 10.03(e) of the Credit Agreement. In addition, to Transferor, as Purchaser, as provided in Section 2.01 of the Receivables Purchase Agreement and this Section 1.3 be, and be construed as, absolute sales, without recourse except as explicitly provided therein and herein, of the Receivables and the other Related Assets by New Seller and Servicer, as RPA Seller, to Purchaser. Furthermore, extent it is not intended that such conveyance be deemed a pledge satisfied by virtue of the Receivables execution and the other Related Assets by New Seller and Servicer, as RPA Seller, to Purchaser to secure a debt or other obligation of New Seller and Servicer, as RPA Seller. If, however, notwithstanding the intention of the partiesdelivery hereof, the conveyance condition contained in clause (iii) of Section 10.03(e) is hereby waived. Pursuant to Section 11.06(c), the Borrower agrees to execute and deliver a Note payable to the order of each New Lender to evidence the assignment and assumption provided for in Section 2.01 of the Receivables Purchase Agreement and this Section 1.3, is determined to be a transfer for security, then this Agreement shall be deemed to be a security agreement and New Seller and Servicer, as RPA Seller, hereby grants to Purchaser a security interest in all right, title and interest of New Seller and Servicer, as RPA Seller, in and to the Receivables and the other Related Assets.
SECTION 1.4. The Transferor hereby acknowledges its acceptance of all right, title and interest in and to the property, now existing and hereafter created, conveyed to the Transferor pursuant to Section 1.3(b) of this Omnibus Assignment and Assumption Agreement and declares that it shall maintain such right, title and interest on the terms and conditions set forth herein. The Transferor also hereby acknowledges its acceptance of a security interest in all right, title and interest in and to the property, now existing and hereafter created, granted to the Transferor pursuant to Section 1.3(c) of this Omnibus Assignment and Assumption Agreement and declares that it shall maintain such right, title and interest upon the terms and conditions set forth herein.
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