Optional Reassignment of Loans. (a) Subject to Section 8.05 and 8.07 of the Indenture, at the start of business on any Loan Action Date occurring during the Revolving Period, the Depositor on behalf of itself and the Depositor Loan Trustee, at its sole option, may require reassignment from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their interests in Loans that were not Charged-Off Loans or Delinquent Loans, in each case, as of the end of the immediately preceding Collection Period by selecting such Loans in a manner that the Depositor reasonably believes is not materially adverse to the interests of any Class of Noteholders and such Loans shall be reassigned to each of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) for so long as the Depositor is the holder of the Trust Certificate, and at the Depositor’s option, by an adjustment to the value of the Trust Certificate, if such adjustment is available or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account) in the manner prescribed in Section 2.10(b); provided, that this optional reassignment is exercisable only to the extent that, no Reinvestment Criteria Event is outstanding and the reassignment of such Loans shall constitute a Permitted Depositor Reassignment, in either case, after giving effect to (i) the reassignment of such Loans to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor, (ii) the payment of the Reassignment Price as described above, and (iii) all Loan Actions with respect to such Loan Action Date. No such reassignment may cause the Issuer to breach or otherwise violate any provision of the Indenture.
(b) To reassign Loans, the Depositor (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) on or before the second Business Day immediately preceding the related Loan Action Date, furnish to the Issuer, the Issuer Loan Trustee, the Indenture Trustee and each Rating Agency a written notice specifying (A) the Loans which are expected to be reassigned from the Issuer and the Issuer Loan Trustee for the benefit of the Issuer to the Depositor and the Depositor Loan Trustee for the benefit of the Depositor and (B) the Document Delivery Date on which such reassignment of such Loans is to occur (in each case, the “Re...
