Common use of Consideration for Reassignment Clause in Contracts

Consideration for Reassignment. In consideration for the reassignment of a Sold Receivable pursuant to Section 2.6(d), the Depositor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Sold Receivable from the Pool Balance on the 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, distributions, withdrawals and deposits to be made on the following Payment Date), then no later than 12:00 noon on the 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 the extent that the Depositor Amount is not reduced below the Required Depositor Amount and such Sold Receivable will not be reassigned to the Depositor and will remain part of the Trust Property. After deduction or deposit by the Depositor, 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 Related Security. In connection with any such reassignment, the Owner Trustee will, 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 Receivable pursuant to this Section 2.6(e). The obligation of the Depositor to accept reassignment of any such Sold Receivable and to make the deductions or deposits, as applicable, pursuant to this Section 2.6(e) constitutes the sole remedy for a breach specified in Section 2.6(d) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).