The reassignment clause in a contract outlines the conditions under which an employee may be transferred or reassigned to a different position, department, or geographic location within an organization. It typically stipulates the process for such changes, including any notice requirements and the employee's rights or obligations regarding the reassignment.
REASSIGNMENT NO. 6 OF RECEIVABLES IN REMOVED ACCOUNTS This REASSIGNMENT NO. 6 OF RECEIVABLES IN REMOVED ACCOUNTS, dated as of October 11, 2019 (this “Reassignment”), is entered into between RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware, as Transferor (the “Transferor”), and SYNCHRONY CREDIT CARD MASTER NOTE TRUST (the “Buyer”), pursuant to the Transfer Agreement referred to below.
(a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);
5. Effectiveness. This Reassignment shall become effective as of the date first written above; provided that (i) Buyer and Transferor shall have executed a counterpart of this Reassignment and (ii) Transferor shall have used reasonable efforts to satisfy the Rating Agency Condition with respect to this Reassignment.
7. Miscellaneous. (a) THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(c) This Reassignment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically.
IN WITNESS WHEREOF, the undersigned have caused this Reassignment to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.
3. Reassignment of Receivables. The Collateral Agent does hereby reassign to the Trust, without recourse, on and after the Removal Date, all right, title and interest of the Collateral Agent in, to and under the Asset Pool One Receivables now existing and hereafter created from time to time in the Removed Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due (including all Asset Pool One Finance Charge Receivables) and all amounts received or receivable with respect thereto and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof (the “Removed Collateral”).
(c) Reassignment upon Breach. If any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein with respect to a Receivable and such breach has a material adverse effect on such Receivable, then, within 60 days after the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach (specifying the nature thereof) given by the Issuer, the Indenture Trustee or the Servicer, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 60-day period on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be accepted if, by the end of such 60-day period, the representations and warranties that were the subject of such breach are then true and correct and any material adverse effect caused by the breach has been cured.
(e) Reassignment of All Receivables. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), the Issuer or the Indenture Trustee, acting at the direction of the Majority Holders of all Series, by notice then given in writing to the Transferor, may direct the Transferor to accept reassignment of an amount of Principal Receivables and related assets (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables and related assets on a Distribution Date specified by the Issuer (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall pay to the Issuer, by delivering to the Servicer for deposit into the Collection Account (in New York Clearing House, next day funds) on the Transfer Date preceding the Reassignment Date, an amount equal to the Reassignment Amount for such Receivables, for distribution to the Noteholders pursuant to the Indenture and each Indenture Supplement. Payment of the Reassignment Amount, and all other amounts in the Trust Accounts in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables securing the Notes. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Collection Account or the applicable Series Account (i) the Receivables existing on such date and arising after such date in each Account, (ii) all monies due or to become due with respect to such Receivables (including Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables and (v) all proceeds of any of the foregoing property shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer to and under (i) the Receivables existing on such date and arising after such date in each Account, (ii) all monies due or to become due with respect to such Receivables (including Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables and (v) all proceeds of any of the foregoing property. If the Issuer gives notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Issuer, the Noteholders or the Indenture Trustee.
(e) The Reassignment, assuming the due authorization, execution and delivery by the other party and thereto, constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.
Reassignment refers to the process of transferring an asset, task, or responsibility from one party to another. This term is often used in contractual agreements, employment contexts, and asset management. In essence, reassignment involves changing the designated owner or person responsible for specific duties or assets.
You should consider using reassignment in situations where:
To write a reassignment, you should:
Reassignment Agreement
This Reassignment Agreement (“Agreement”) is entered into between [Current Holder] and [New Holder] effective as of [Date].
1. Subject of Reassignment: The subject of this reassignment is [describe asset, task, or responsibility].
2. Responsibilities: [Current Holder] agrees to transfer all rights and responsibilities pertaining to [subject] to [New Holder].
3. Acknowledgment: [New Holder] acknowledges the receipt of [subject] and agrees to the terms and conditions set forth in this Agreement.
4. Governing Law: This Agreement shall be governed by the laws of [Jurisdiction].
Contracts that may typically contain reassignment clauses include:
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