Common use of Consideration for Reassignment Clause in Contracts

Consideration for Reassignment. In consideration for the reassignment of the Sold Assets required by Section 2.3(b), the Depositor will deposit an amount equal to its pro rata portion of the sum of the Reassignment Amounts for each Series into the Collection Account on the Business Day preceding the Payment Date occurring during the Collection Period in which such reassignment is to occur, and such amount will be paid to the Noteholders on such Payment Date in accordance with the Indenture and each Indenture Supplement in payment of the Notes, and will result in a corresponding increase in the Depositor Interest. Upon the Depositor’s payment of its pro rata portion of the sum of the Reassignment Amounts, the Issuer will without further action be deemed to sell and assign to the Depositor, with effect as of the date such reassignment occurs and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under the Sold Assets. In connection with any such reassignment, the Owner Trustee will upon Issuer Order, at the Depositor’s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of such Sold Assets pursuant to this Section 2.3(c). The obligation of the Depositor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section 2.3(c) constitutes the sole remedy for a breach specified in Section 2.3(b) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Consideration for Reassignment. In consideration for the reassignment of the a Sold Assets Receivable required by Section 2.3(b2.4(c), the Depositor will deposit an direct the Servicer to deduct, subject to the next sentence, the principal amount equal to its pro rata portion of such Sold Receivable from the sum of the Reassignment Amounts for each Series into the Collection Account Pool Balance on the Business Day date such reassignment occurs and the Depositor Amount will be decreased by the amount of such deduction. If, following such deduction, the Depositor Amount is less than the Required Depositor Amount on the preceding Determination Date (after giving effect to the allocations, payments, withdrawals and deposits to be made on the following Payment Date occurring during Date), then no later than 12:00 noon on the Collection Period in day on which such reassignment occurs, the Depositor will deposit the amount by which the Depositor Amount would be less than such Required Depositor Amount (up to the principal amount of such Sold Receivable) into the Excess Funding Account; provided, however, that if such amount is not deposited, then the principal amount of such Sold Receivable will be deducted from the Pool Balance to occur, the extent that the Depositor Amount is not reduced below the Required Depositor Amount and such amount Sold Receivable will not be paid reassigned to the Noteholders on such Payment Date in accordance with the Indenture Depositor and each Indenture Supplement in payment will remain part of the Notes, and will result in a corresponding increase in the Depositor InterestTrust Property. Upon After deduction or deposit by the Depositor’s payment of its pro rata portion of the sum of the Reassignment Amounts, as applicable, the Issuer will without further action be deemed to sell and assign to the Depositor, with effect as of the date such reassignment occurs and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under such Sold Receivable and the Sold AssetsRelated Security. In connection with any such reassignment, the Owner Trustee will upon Issuer Orderwill, at the Depositor’s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of such Sold Assets Receivable pursuant to this Section 2.3(c2.4(d). The obligation of the Depositor to accept reassignment of any such reassignment Sold Receivable and to make the required deposit into the Collection Account deductions or deposits, as applicable, pursuant to this Section 2.3(c2.4(d) constitutes the sole remedy for a breach specified in Section 2.3(b2.4(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).