Common use of Optional Reassignment of Loans Clause in Contracts

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 “Reassignment Date”); and (ii) represent and warrant that the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the Reassignment Date, the Issuer shall deliver to each of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the Depositor) containing a true and complete list of loans which are being reassigned, specifying for each Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicer, as applicable, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2024-1A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2024-1A SUBI Loan, reallocated from the benefit of the Depositor 2024-1A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2024-1A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans (for the avoidance of doubt, excluding any reassignment of any Loan in connection with a Renewal), the Servicer (on behalf of the Depositor or, in the case of 2024-1A SUBI Loans, the Depositor (or the Servicer on its behalfInitial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment 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 or reallocated from 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 case2024-1A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2024-1A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2019-1A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2019-1A SUBI Loan, reallocated from the benefit of the Depositor 2019-1A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2019-1A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans, the Servicer (on behalf of the Depositor (or or, in the Servicer on its behalfcase of 2019-1A SUBI Loans, the Initial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment Date”), furnish to the Issuer, the Issuer Loan Trustee, the Indenture Trustee and each the Rating Agency a written notice specifying (A) the Loans which are expected to be reassigned from the Issuer and or reallocated from 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 case2019-1A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2019-1A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2021-1A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2021-1A SUBI Loan, reallocated from the benefit of the Depositor 2021-1A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2021-1A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans, the Servicer (on behalf of the Depositor (or or, in the Servicer on its behalfcase of 2021-1A SUBI Loans, the Initial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment 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 or reallocated from 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 case2021-1A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2021-1A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2018-2A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2018-2A SUBI Loan, reallocated from the benefit of the Depositor 2018-2A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2018-2A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans, the Servicer (on behalf of the Depositor (or or, in the Servicer on its behalfcase of 2018-2A SUBI Loans, the Initial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment Date”), furnish to the Issuer, the Issuer Loan Trustee, the Indenture Trustee and each the Rating Agency a written notice specifying (A) the Loans which are expected to be reassigned from the Issuer and or reallocated from 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 case2018-2A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2018-2A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan TrusteeDepositor), 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 its 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 (any such reassignment to be a Permitted Reassignment and to be made against payment pursuant to this Section 2.10); provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any 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) with respect to Reassigned Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); provided, that this optional Depositor shall cause any such reassignment is exercisable only to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid as described above, and (iii) all Loan Actions with respect to such Loan Action Date. No such reassignment may either (i) cause the Issuer to breach or otherwise violate any provision of the IndentureIndenture or (ii) occur unless it is a Permitted Reassignment. (b) To reassign cause any such reassignment of Loans, the Depositor Servicer (or on behalf of the Servicer on its behalfDepositor) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment is to occur (such Loan Action Date, the “Reassignment Date”), furnish to the Issuer, the Issuer Loan Trustee, and 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 “Reassignment Date”); andIssuer; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) be deemed to represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan pursuant to this Section 2.10, the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2018-1A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2018-1A SUBI Loan, reallocated from the benefit of the Depositor 2018-1A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2018-1A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans, the Servicer (on behalf of the Depositor (or or, in the Servicer on its behalfcase of 2018-1A SUBI Loans, the Initial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment Date”), furnish to the Issuer, the Issuer Loan Trustee, the Indenture Trustee and each the Rating Agency a written notice specifying (A) the Loans which are expected to be reassigned from the Issuer and or reallocated from 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 case2018-1A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2018-1A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2020-1A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2020-1A SUBI Loan, reallocated from the benefit of the Depositor 2020-1A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2020-1A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans, the Servicer (on behalf of the Depositor (or or, in the Servicer on its behalfcase of 2020-1A SUBI Loans, the Initial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment 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 or reallocated from 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 case2020-1A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2020-1A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2022-1A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2022-1A SUBI Loan, reallocated from the benefit of the Depositor 2022-1A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2022-1A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans, the Servicer (on behalf of the Depositor (or or, in the Servicer on its behalfcase of 2022-1A SUBI Loans, the Initial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment 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 or reallocated from 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 case2022-1A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2022-1A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2021-2A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2021-2A SUBI Loan, reallocated from the benefit of the Depositor 2021-2A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2021-2A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans, the Servicer (on behalf of the Depositor (or or, in the Servicer on its behalfcase of 2021-2A SUBI Loans, the Initial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment 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 or reallocated from 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 case2021-2A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2021-2A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2022-2B SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2022-2B SUBI Loan, reallocated from the benefit of the Depositor 2022-2B SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2022-2B SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a SALE AND SERVICING AGREEMENT (RMIT 2022-2B) - Page 10 Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans, the Servicer (on behalf of the Depositor (or or, in the Servicer on its behalfcase of 2022-2B SUBI Loans, the Initial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment 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 or reallocated from 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 case2022-2B SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2022-2B SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

Optional Reassignment of Loans. (a) Subject to Section Sections 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 Servicer (at the direction of itself and the Depositor Loan Trusteeor, in the case of 2024-2A SUBI Loans, the Initial Beneficiary), at its sole option, may require reassignment (or reallocation, as applicable) from each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer, respectively, of their its 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 Period; provided, that the Servicer shall select such Loans in a manner that the Depositor Issuer and the Servicer reasonably believes believe is not materially adverse to the interests of any Class of Noteholders and Noteholders. Any such Loans shall be reassigned to each of the Depositor and (or in the Depositor Loan Trustee for case of any 2024-2A SUBI Loan, reallocated from the benefit of the Depositor 2024-2A SUBI) for the Reassignment Price applicable to such Loans, such Reassignment Price to be paid (i) with respect to Reassigned Loans other than 2024-2A SUBI Loans, 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 available, in which case the Issuer will not receive a cash payment; provided, that no adjustment to the value of the Trust Certificate shall cause non-compliance with Regulation RR) or (ii) otherwise, in immediately available funds to the Servicer (to be deposited in the Principal Distribution Account). Neither the Servicer (on behalf of the Depositor or the Initial Beneficiary, as applicable) in nor the manner prescribed in Section 2.10(b); providedDepositor shall cause any such reassignment (or reallocation, that this optional reassignment is exercisable only as applicable) to the extent that, occur on any Loan Action Date unless: (x) (i) no Reinvestment Criteria Event is outstanding and (ii) the reassignment of such Loans shall constitute constitutes a Permitted Depositor Reassignment, in either each case, after giving effect to all Loan Actions that occur on such Loan Action Date and (iy) 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 shall have been paid 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 cause any such reassignment or reallocation, as applicable, of Loans (for the avoidance of doubt, excluding any reassignment of any Loan in connection with a Renewal), the Servicer (on behalf of the Depositor or, in the case of 2024-2A SUBI Loans, the Depositor (or the Servicer on its behalfInitial Beneficiary) shall take the following actions and make the following determinations: (i) on or before the second Business Day immediately preceding Monthly Determination Date relating to the related Loan Action Date on which such reassignment or reallocation, as applicable, is to occur (such Loan Action Date, the “Reassignment 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 or reallocated from 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 case2024-2A SUBI, the “Reassignment Date”); andas applicable; (ii) represent and warrant that on or prior to the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the applicable Reassignment Date, the Servicer shall supplement the Loan Schedule by delivering to the Issuer shall deliver to each of the Depositor and the Depositor Loan Indenture Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the DepositorIndenture Trustee) containing a true and complete list of loans which the Loans that are being reassignedto be reassigned or reallocated, as applicable, on such Reassignment Date, specifying for each such Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicerin each case as of the end of the Collection Period immediately preceding the Collection Period in which such Reassignment Date occurs; and (iii) represent and warrant that the list of Loans delivered pursuant to clause (ii), as applicableof the Reassignment Date, is true and complete in all material respects. Within five (5) Business Days after the applicable Reassignment Date of a Loan (other than a 2024-2A SUBI Loan), the Issuer shall deliver to the Depositor a Loan Reassignment substantially in the form of Exhibit C, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.

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 (each, a “Reassigned Loan”) 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) (it being understood and agreed that the Reassignment Price with respect to an Asset Release Refinancing shall only be payable in immediately available funds in accordance with clause (ii) above); provided, that this optional reassignment is exercisable only to the extent that: (1) the Servicer provides the Administrative Agent and the Indenture Trustee with an Officer’s Certificate certifying that, after giving effect to any reassignment or other Loan Actions on such Loan Action Date (x) the conditions set forth in clauses (2) through (8) shall be satisfied and (y) no Overcollateralization Event exists immediately prior to such reassignment or would occur as a result of such reassignment (and, in the case of clause (y), together with information detailing to the reasonable satisfaction of the Administrative Agent the basis for such determination, such information to be deemed satisfactory to the extent it is not objected to by the Administrative Agent prior to the proposed reassignment); (2) no Reinvestment Criteria Event (other than an Overcollateralization Event) is outstanding that would not be cured by such reassignment or would occur as a result of such reassignment; (3) the representations and warranties each of the Depositor, the Depositor Loan Trustee, the Servicer and the Subservicers made in the Indenture and the other Transaction Documents to which each is a party, in each such case, shall be true and accurate as of the date of such reassignment with the same effect as though made on that date (except that, to the extent that any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct at and as of such earlier date); (4) no Early Amortization Event, potential Early Amortization Event, Event of Default, potential Event of Default or similar event is occurring or would occur with respect thereto as a result of such reassignment, unless such event or condition would be cured as a result of such reassignment; (5) after giving effect to such reassignment, the Series A Note Balance (including the amount of all unfunded Series A Advances delayed by a Purchaser Group, if any, as of such date) would not exceed the Series A Maximum Principal Amount; (6) the reassignment of such Loans shall constitute (x) a Permitted Depositor ReassignmentReassignment or (y) a Permitted Asset Release; (7) immediately after giving effect to such reassignment there shall not exist any shortfall in the Reserve Account; (8) the Loan Action Date Loan Pool that would have existed with respect to the immediately preceding Monthly Loan Action Date (or if such Loan Action Date is a Monthly Loan Action Date, with respect to such Monthly Loan Action Date), in either the event that such reassignment had been given effect for purposes of such Loan Action Date, does not differ, with respect to any of the Selection Criteria used in selecting the Eligible Loans to be released, by more than the applicable Allowed Difference set forth in the table below versus the Loan Action Date Loan Pool that actually existed with respect to the immediately preceding Monthly Loan Action Date (any such difference, a “Non-Permitted Difference”); provided that a proposed reassignment shall be permitted notwithstanding a failure to satisfy this clause (8) so long as such failure would have been and is cured by the Depositor taking any or both of the following actions: (x) the Depositor purchasing (for the Reassignment Price) Eligible Loans on the Loan Action Date for such reassignment, and/or (y) designating, on the next Monthly Loan Action Date, any Excluded Loan that was not a Charged-Off Loan or a Delinquent Loan as of the last day of the Collection Period immediately preceding such Monthly Loan Action Date as not an Excluded Loan in accordance with Section 2.12, in each case such that, in the event that such purchase and/or designation and the applicable reassignment occurred simultaneously, no Non-Permitted Difference would have resulted; and provided, further, that the Issuer shall be permitted to effectuate Top-Off Releases without having to comply with this clause (8) or the foregoing proviso, so long as the aggregate fair market value of the Eligible Loans released in all such Top-Off Releases and transferred to any particular existing personal loan securitization sponsored by Holdings and its affiliates does not exceed 2.5% of the issued term notes of such existing personal loan securitization, and the aggregate fair market value of the Eligible Loans released in all such Top-Off Releases during any one-month period does not exceed $100,000,000. Each “Selection Criteria” and the “Allowed Difference” applicable thereto are set forth in the following table. Aggregate Loan Principal Balance of all loans in the three (3) states which have the highest concentrations of loans in the applicable Loan Action Date Loan Pool 2.00% of the applicable Loan Action Date Aggregate Principal Balance Aggregate Loan Principal Balance of all loans in any single state 0.75% of the applicable Loan Action Date Aggregate Principal Balance Weighted Average Coupon 1.3% Weighted Average Loan Remaining Term 2.5 months Aggregate Loan Principal Balance of all loans in the Loan Action Date Loan Pool that were not assigned a OneMain Credit Score at origination 0.5% of Loan Action Date Aggregate Principal Balance Aggregate Loan Principal Balance of all loans in the Loan Action Date Loan Pool which were subject to an Adjustment of Terms during the Loan Action Date Time Period preceding such Loan Action Date 0.625% of Loan Action Date Aggregate Principal Balance Weighted Average OneMain Credit Score 5% lower than the Weighted Average OneMain Credit Score of the Loan Action Date Loan Pool immediately prior to such release. If the Issuer is required to give effect to a proposed reassignment on a Loan Action Date in determining whether the above conditions in clauses (2) through (8) are satisfied, the Issuer shall make such determination, in each 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. Furthermore, if the Issuer is required to give effect to a proposed reassignment on a Loan Action Date (other than as of a Monthly Loan Action Date) in determining whether any Early Amortization Event specified in clauses (a) and (b) of the definition thereof or any Reinvestment Criteria Event (other than an Overcollateralization Event) in each case, has occurred or will occur, the Issuer shall make such determination by adjusting the Loan Action Date Loan Pool that actually existed with respect to the immediately preceding Monthly Loan Action Date, without taking into account any collections or changes in the characteristics of individual Loans following such Monthly Loan Action Date. No such reassignment may cause the Issuer to breach or otherwise violate any provision of the Indenture. For the avoidance of doubt, a Top-Off Release permitted by this clause (8) shall not in and of itself be deemed to be materially adverse to the interests of any Noteholder. (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 the 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 “Reassignment Date”); and (ii) represent and warrant that the list of Loans delivered in connection with the execution and delivery of the Loan Reassignment as provided below, as of the Reassignment Date, is true and complete in all material respects. In addition, it is understood and agreed that the Depositor’s payment of the Reassignment Price as described in Section 2.10(a) above (including, in the case of clause (a)(ii), the including Servicer’s deposit of immediately available funds into the Principal Distribution Account) is a precondition to any reassignment pursuant to this Section 2.10. As soon as practicable, but in any event no later than the fifth Business Day following the Reassignment Date, the Issuer shall deliver to each of the Depositor and the Depositor Loan Trustee for the benefit of the Depositor a Loan Reassignment in substantially the form of Exhibit C along with a computer file or microfiche or written list (which may be in electronic form, acceptable to the Depositor) containing a true and complete list of loans which are being reassigned, specifying for each Loan, as of the Reassignment Date, its loan number, Loan Principal Balance and the related Seller and Subservicer, or Servicer, as applicable, together with any appropriate UCC releases or termination statements prepared and filed on behalf of the Issuer.