Common use of Price of Reassignment Clause in Contracts

Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Amount, the Sellers’ Participation Amount would be a negative number, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers shall make a deposit into the Collection Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Transferor’s Participation Amount, the Sellers’ Transferor’s Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Transferor’s Participation Amount, the Sellers’ Transferor’s Participation Amount would be a negative number, not later than 12:00 noon, New York City Richmond, Virginia time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers Transferor shall make a deposit into the Collection Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Sellers’ Transferor’s Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit ) into the Collection Excess Funding Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into and the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding SeriesAccount, respectively. Any amount deposited into the Excess Funding Account and the Collection Account Account, respectively, in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon the deposit, if any, required to be made to the Excess Funding Account and the Collection Account, respectively, as provided in this Section 2.05 and the reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trustee shall automatically and without further action be deemed to sell, transfer, assign, set set-over and otherwise convey to the Sellers Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trustee and the Trust in and to such Ineligible Receivables, the Funds Collateral securing such Ineligible Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers Transferor to effect the conveyance transfer of such Ineligible Receivables pursuant to this SectionSection 2.05. The obligation of the Sellers Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Account and the Collection Account Account, respectively, as provided in this SectionSection 2.05, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers applicable Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible ReceivablesReceivable, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers applicable Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trustee and the Trust in and to such Ineligible ReceivablesReceivable, all monies due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trustee by such Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(b), except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Amount to be less than the Required Transferor Amount shall not occur if the applicable Transferor fails to make any deposit required by this subsection 2.05(b) with respect to such Ineligible Receivable. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as provided shall reasonably be requested by the applicable Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection 2.05(b), but only upon receipt of an Officer’s Certificate from such Transferor certifying that all conditions set forth in this Section 7.042.05 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers applicable Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arisesReceivable, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers applicable Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Owner Trustee and the Trust in and to such Ineligible ReceivablesReceivable, all Interchange and Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Owner Trustee and the conveyance Trust as collected in full as of such Ineligible Receivables pursuant to this Sectionthe date on which it was transferred. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders Noteholders (or the Indenture Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(b), except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Amount to be less than the Required Transferor Amount shall not occur if the applicable Transferor fails to make any deposit required by this subsection 2.05(b) with respect to such Ineligible Receivable. The Owner Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection 2.05(b), but only upon receipt of an Officer’s Certificate from such Transferor that states that all conditions set forth in this Section 7.042.05 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the such --------------------- Ineligible Receivables reassigned to the Sellers Seller which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest Seller Amount and the Floating various Allocation Percentage and the Principal Allocation Percentage applicable to any SeriesPercentages. In the event that, following If the exclusion of such Principal Receivables an Ineligible Receivable from the calculation of the Sellers’ Participation Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, the Sellers’ Participation Amount would be a negative number, not later than 12:00 noon, New York City timethen Seller shall, on the first Distribution Date following the Due Period in which date of retransfer of such reassignment obligation arisesIneligible Receivable, the Sellers shall make a deposit into in the Collection Account (for allocation pursuant to the Indenture) in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount would Shortfall Amount. The amounts so deposited are to be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any treated for all purposes hereof as Collections on such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each SupplementReceivables. Upon reassignment of any Ineligible ReceivablesReceivable, the Trustee, on behalf of the Trust, Issuer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Seller or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust Issuer in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Issuer as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers Seller to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Issuer by Seller, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders the Issuer, the Noteholders (or the Owner Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. The Issuer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Seller to effect the conveyance of such Ineligible Receivables pursuant to this Section ------- 2.4(d), except as provided but only upon receipt of an Officer's Certificate from Seller that ------ states that all conditions set forth in this Section 7.04.2.5 have been satisfied. -----------

Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers a Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Transferors' Participation Amount, the Sellers’ Transferors' Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Transferors' Participation Amount, the Sellers’ Transferors' Participation Amount would be a negative number, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers relevant Transferor shall make a deposit into the Collection Account in immediately available funds in an amount equal to the amount by which the Sellers’ Transferors' Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section and the reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trustee shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their designeerelevant Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to such Ineligible Receivables, all monies moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers relevant Transferor to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers a Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer. For purposes of subsection 2.05(a) above, except as provided in proceeds of a Receivable shall not be deemed to be impaired hereunder solely because such proceeds are held by the Servicer (if the Bank is the Servicer) for more than the applicable period under Section 7.049-315(d) of the UCC.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers Depositor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Depositor's Amount, the Sellers’ Depositor's Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Depositor's Amount, the Sellers’ Participation Depositor's Amount would be a negative number, not later than 12:00 noon, New York City time, time on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers Depositor shall make a deposit into the Collection Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Sellers’ Participation Depositor's Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit ) into the Collection Excess Funding Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into and the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding SeriesAccount, respectively. [Any amount deposited into the Excess Funding Account and the Collection Account Account, respectively, in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. .] Upon the deposit, if any, required to be made to the Excess Funding Account and the Collection Account, respectively, as provided in this Section and the reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set set-over and otherwise convey to the Sellers Depositor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers Depositor to effect the conveyance transfer of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers Depositor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Account and the Collection Account Account, respectively, as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables required to be reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Transferor Interest and (unless otherwise specified) any other amount required herein or in the Floating Allocation Percentage and Indenture or any Indenture Supplement to be calculated by reference to the amount of Principal Allocation Percentage applicable to any SeriesReceivables. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation AmountTransferor Interest, the Sellers’ Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noon1:00 p.m., New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers applicable Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arisesReceivable, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers applicable Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders the Trust, the Noteholders (or the Indenture Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(b), except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Interest to be less than the Required Transferor Interest shall not occur if the applicable Transferor fails to make any deposit required by this subsection 2.05(b) with respect to such Ineligible Receivable. The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection 2.05(b), but only upon receipt of an Officer’s Certificate from such Transferor that states that all conditions set forth in this Section 7.042.05 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest Series Percentages and the Floating Allocation Percentage and the Principal Allocation Percentage any other percentage used to allocate within or among Series that is applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers relevant Transferor shall make a deposit into the Collection Excess Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be reduced below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In Upon the event that at the time of the reassignment of any such Ineligible Receivables deposit, if any, required to be made to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period Excess Funding Account as provided in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV this Section and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers relevant Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers relevant Transferor to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04.each Transferor

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any SeriesTransferor Interest. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation AmountTransferor Interest, the Sellers’ Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noon1:00 p.m., New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers applicable Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arisesReceivable, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers applicable Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders the Trust, the Noteholders (or the Indenture Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(b), except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Interest to be less than the Required Transferor Interest shall not occur if the applicable Transferor fails to make any deposit required by this subsection 2.05(b) with respect to such Ineligible Receivable. The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection 2.05(b), but only upon receipt of an Officer’s Certificate from such Transferor that states that all conditions set forth in this Section 7.042.05 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ ' Participation Amount, the Sellers’ ' Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ ' Participation Amount, the Sellers’ ' Participation Amount would be a negative number, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers shall make a deposit into the Collection Account in immediately available funds in an amount equal to the amount by which the Sellers’ ' Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Price of Reassignment. The Servicer shall deduct the portion of the --------------------- such Ineligible Receivables reassigned to the Sellers Seller which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest Seller Amount and the Floating various Allocation Percentage and the Principal Allocation Percentage applicable to any SeriesPercentages. In the event that, following If the exclusion of such Principal Receivables an Ineligible Receivable from the calculation of the Sellers’ Participation Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, the Sellers’ Participation Amount would be a negative number, not later than 12:00 noon, New York City timethen Seller shall, on the first Distribution Date following the Due Period in which date of retransfer of such reassignment obligation arisesIneligible Receivable, the Sellers shall make a deposit into in the Collection Account (for allocation pursuant to the Indenture) in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Shortfall Amount would be below zero (up to the amount of extent Seller has received such Principal Receivables)funds from RPA Seller under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. In the event that at the time of the reassignment of any The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each SupplementReceivables. Upon reassignment of any Ineligible ReceivablesReceivable, the Trustee, on behalf of the Trust, Issuer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Seller or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust Issuer in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Issuer as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers Seller to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Issuer by Seller, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders the Issuer, the Noteholders (or the Owner Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. The Issuer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Seller to effect the conveyance of such Ineligible Receivables pursuant to this Section ------- 2.4(d), except as provided but only upon receipt of an Officer's Certificate from Seller that ----- states that all conditions set forth in Section 7.042.5 have been satisfied. Each ----------- party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(d) shall not give rise to any claim against the ------------- Seller.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any SeriesTransferor Interest. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation AmountTransferor Interest, the Sellers’ Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noon1:00 p.m., New York City time, on the first Distribution Date following the Due Period in two Business Days after which such reassignment obligation arises, the Sellers applicable Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arisesReceivable, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers applicable Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders the Trust, the Noteholders (or the Indenture Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection, except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Interest to be less than the Required Transferor Interest shall not occur if the applicable Transferor fails to make any deposit required by this Section with respect to such Ineligible Receivable. The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection, but only upon receipt of an Officer's Certificate from such Transferor that states that all conditions set forth in this Section 7.04have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest Series Percentages and the Floating Allocation Percentage and the Principal Allocation Percentage any other percentage used to allocate within or among Series that is applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers relevant Transferor shall make a deposit into the Collection Excess Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be reduced below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In Upon the event that at the time of the reassignment of any such Ineligible Receivables deposit, if any, required to be made to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period Excess Funding Account as provided in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV this Section and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers relevant Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers relevant Transferor to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Excess Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04).

Price of Reassignment. The Servicer shall deduct the portion of the --------------------- such Ineligible Receivables reassigned to the Sellers each Seller which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ ' Participation Amount, the Sellers’ ' Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ ' Participation Amount, the Sellers’ ' Participation Amount would be a negative number, not later than 12:00 noon, New York City Richmond, Virginia time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers applicable Seller shall make a deposit into the Collection Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Sellers’ ' Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit ) into the Collection Excess Funding Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into and the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding SeriesAccount, respectively. Any amount deposited into the Excess Funding Account and the Collection Account Account, respectively, in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon the deposit, if any, required to be made to the Excess Funding Account and the Collection Account, respectively, as provided in this Section 2.05 and the reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set set-over and otherwise convey to the Sellers applicable Seller or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers such Seller to effect the conveyance transfer of such Ineligible Receivables pursuant to this SectionSection 2.05. The obligation of the Sellers each Seller to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Account and the Collection Account Account, respectively, as provided in this SectionSection 2.05, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Transferor's Participation Amount, the Sellers’ Transferor's Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Transferor's Participation Amount, the Sellers’ Transferor's Participation Amount would be a negative number, not later than 12:00 noon, New York City Richmond, Virginia time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers Transferor shall make a deposit into the Collection Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Sellers’ Transferor's Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit ) into the Collection Excess Funding Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into and the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding SeriesAccount, respectively. Any amount deposited into the Excess Funding Account and the Collection Account Account, respectively, in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon the deposit, if any, required to be made to the Excess Funding Account and the Collection Account, respectively, as provided in this Section 2.05 and the reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trustee shall automatically and without further action be deemed to sell, transfer, assign, set set-over and otherwise convey to the Sellers Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trustee and the Trust in and to such Ineligible Receivables, the Funds Collateral securing such Ineligible Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers Transferor to effect the conveyance transfer of such Ineligible Receivables pursuant to this SectionSection 2.05. The obligation of the Sellers Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Account and the Collection Account Account, respectively, as provided in this SectionSection 2.05, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers a Seller which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Seller Amount, the Sellers’ Interest Series Percentages and the Floating Allocation Percentage and the Principal Allocation Percentage any other percentage used to allocate within or among Series that is applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Seller Amount, the Sellers’ Participation Seller Amount would be a negative numberless than the Required Seller Amount, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers relevant Seller shall make a deposit into the Collection Excess Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Seller Amount would be reduced below zero the Required Seller Amount (up to the amount of such Principal Receivables). In Upon the event that at the time of the reassignment of any such Ineligible Receivables deposit, if any, required to be made to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period Excess Funding Account as provided in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV this Section and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers relevant Seller or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers relevant Seller to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers a Seller to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Excess Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04).

Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest Series Percentages and the Floating Allocation Percentage and the Principal Allocation Percentage any other percentage used to allocate within or among Series that is applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers relevant Transferor shall make a deposit into the Collection Excess Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be reduced below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In Upon the event that at the time of the reassignment of any such Ineligible Receivables deposit, if any, required to be made to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period Excess Funding Account as provided in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV this Section and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers relevant Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers relevant Transferor to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Excess Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04).

Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers which Seller that are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation AmountSeller's Interest, the Sellers’ Retained Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event thatIf, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation AmountSeller's Interest and the Retained Interest, the Sellers’ Participation Amount Seller's Interest would be a negative number, not later less than 12:00 noon, New York City time, on the first Distribution Date following Required Seller's Interest or the Due Period in which such reassignment obligation arisesRetained Interest will be less than the Required Retained Interest, the Sellers Seller shall make a deposit into the Collection Excess Funding Account in immediately available funds prior to the next succeeding Business Day in an amount equal to the amount by which the Sellers’ Participation Amount Seller's Interest would be below zero less than the Required Seller's Interest or the amount by which the Retained Interest would be less than the Required Retained Interest, as the case may be (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates The payment of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account amount in immediately available funds shall otherwise be considered payment in an amount equal full of all of the Ineligible Receivables. Upon the deposit, if any, required to be made to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Excess Funding Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account as provided in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV this Section and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Seller or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other action as shall reasonably be requested by the Seller to effect the conveyance of Ineligible Receivables pursuant to this Section. The obligation of the Seller to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer. Reassignment of Receivables in Trust Portfolio . If any representation or warranty of the Seller set forth in Section 2.03(a), (b) or (c) or Section 2.04(a)(i), (v) or (vi) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders' Interest in the Receivables transferred to the Trust by the Seller, then either the Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given to the Seller and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Seller to accept a reassignment of the Receivables transferred to the Trust by the Seller if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period, not in excess of 150 days, as may be specified in such notice), and upon those conditions the Seller shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the Seller if, on any day prior to the end of such 60day or longer period (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) the Seller shall have delivered an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. The Seller shall deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed on such Distribution Date in accordance with Article IV and the terms of each Supplement. The payment of such deposit amount in immediately available funds shall otherwise be considered payment in full of all of the Receivables. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section and the reassignment of the applicable Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Receivables, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers Seller to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers Seller to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04).

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any SeriesTransferor Interest. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation AmountTransferor Interest, the Sellers’ Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noon1:00 p.m., New York City time, on the first Distribution Date following the Due Period in two Business Days after which such reassignment obligation arises, the Sellers applicable Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arisesReceivable, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers applicable Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders the Trust, the Noteholders (or the Indenture Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. Notwithstanding any other provision of this Section, except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Interest to be less than the Required Transferor Interest shall not occur if the applicable Transferor fails to make any deposit required by this Section with respect to such Ineligible Receivable. The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivables pursuant to this Section, but only upon receipt of an Officer's Certificate from such Transferor that states that all conditions set forth in this Section 7.04have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the --------------------- such Ineligible Receivables reassigned to the Sellers Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible ReceivablesReceivable, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all monies due or to become due and all amounts received proceeds thereof and such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The obligation of the Transferor to accept reassignment of any Ineligible Receivables conveyed to the Trust by the Transferor, and to make the deposits, if any, required to be made to the Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Securityholders (or the Trustee on behalf of the Securityholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.5(b), a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Amount to be less than the Required Transferor Amount shall not occur if the Transferor fails to make any deposit required by this subsection 2.5(b) with respect thereto and all proceeds thereofto such Ineligible Receivable. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Sellers Transferor to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation subsection 2.5(b), but only upon receipt of an Officer's Certificate from the Sellers to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided Transferor that states that all conditions set forth in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.042.5 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers applicable Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arisesReceivable, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers applicable Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Owner Trustee and the Trust in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Owner Trustee and the conveyance Trust as collected in full as of such Ineligible Receivables pursuant to this Sectionthe date on which it was transferred. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders Noteholders (or the Indenture Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(b), except as provided a reassignment of an Ineligible Receivable in Section 7.04.excess of the amount that would cause the Transferor Amount to be less than the Required Transferor Amount

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any SeriesTransferor Interest. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation AmountTransferor Interest, the Sellers’ Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noonp.m. (Noon), New York City time, on by the first Distribution Payment Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers applicable Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arisesReceivable, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers applicable Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers each Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders the Trust, the Noteholders (or the Indenture Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection, except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Interest to be less than the Required Transferor Interest shall not occur if the applicable Transferor fails to make any deposit required by this Section with respect to such Ineligible Receivable. The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection, free and clear of all Liens created by or through the Trust, but only upon receipt of an Officer's Certificate from such Transferor that states that all conditions set forth in this Section 7.04have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible ReceivablesReceivable, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all monies due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by the Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.5(b), except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Amount to be less than the Required Transferor Amount shall not occur if the Transferor fails to make any deposit required by this subsection 2.5(b) with respect to such Ineligible Receivable. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection 2.5(b), but only upon receipt of an Officer's Certificate from the Transferor that states that all conditions set forth in this Section 7.042.5 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion --------------------- of the such Ineligible Receivables reassigned to the Sellers Depositor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Depositor's Amount, the Sellers’ Depositor's Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Depositor's Amount, the Sellers’ Participation Depositor's Amount would be a negative number, not later than 12:00 noon, New York City time, time on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers Depositor shall make a deposit into the Collection Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Sellers’ Participation Depositor's Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit ) into the Collection Excess Funding Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into and the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding SeriesAccount, respectively. [Any amount deposited into the Excess Funding Account and the Collection Account Account, respectively, in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. .] Upon the deposit, if any, required to be made to the Excess Funding Account and the Collection Account, respectively, as provided in this Section and the reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set set-over and otherwise convey to the Sellers Depositor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers Depositor to effect the conveyance transfer of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers Depositor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Account and the Collection Account Account, respectively, as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any Series Enhancer, except as provided in Section 7.04.

Price of Reassignment. The Master Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Sellers a Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest Series Percentages and the Floating Allocation Percentage and the Principal Allocation Percentage any other percentage used to allocate within or among Series that is applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers relevant Transferor shall make a deposit into the Collection Excess Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be reduced below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In Upon the event that at the time of the reassignment of any such Ineligible Receivables deposit, if any, required to be made to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period Excess Funding Account as provided in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV this Section and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers relevant Transferor or their its designee, without recourse, representation or warranty, all of the right, title and interest of the Trust in and to such Ineligible Receivables, all monies moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Sellers relevant Transferor to effect the conveyance of such Ineligible Receivables pursuant to this Section. The obligation of the Sellers a Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Excess Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04).

Price of Reassignment. The Seller shall accept reassignment of any Ineligible Receivables by directing the Servicer shall to deduct the portion of the such Ineligible Receivables reassigned to the Sellers Seller which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Sellers’ Seller's Participation Amount, the Sellers’ Interest Amount and the Floating Allocation Percentage and the Principal Allocation Percentage Seller's Interest applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Seller's Participation Amount, the Sellers’ Seller's Participation Amount would be a negative number, not later than 12:00 noon1:00 P.M., New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers Seller shall make a deposit into the Collection Account in immediately available funds in an amount equal to the amount by which the Sellers’ Seller's Participation Amount would be below zero (up to the amount of such Principal Receivables). In the event that at the time of the reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable attributable to the principal portion of such Ineligible Receivable shall be considered a Transfer Deposit Amount Collections of Principal Receivables and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible Receivables, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Seller or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivables, all monies due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivables shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which they were transferred. The obligation of the Sellers Seller to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer, except as provided in Section 7.04.shall

Price of Reassignment. The Servicer shall deduct the portion of the such --------------------- Ineligible Receivables reassigned to the Sellers Seller which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Amount, the Sellers’ Interest Seller Amount and the Floating various Allocation Percentage and the Principal Allocation Percentage applicable to any SeriesPercentages. In the event that, following If the exclusion of such Principal Receivables an Ineligible Receivable from the calculation of the Sellers’ Participation Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, the Sellers’ Participation Amount would be a negative number, not later than 12:00 noon, New York City timethen Seller shall, on the first Distribution Date following the Due Period in which date of retransfer of such reassignment obligation arisesIneligible Receivable, the Sellers shall make a deposit into in the Collection Account (for allocation pursuant to the Indenture) in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Shortfall Amount would be below zero (up to the amount of extent Seller has received such Principal Receivables)funds from RPA Seller under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. In the event that at the time of the reassignment of any The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each SupplementReceivables. Upon reassignment of any Ineligible ReceivablesReceivable, the Trustee, on behalf of the Trust, Issuer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Seller or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust Issuer in and to such Ineligible ReceivablesReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Issuer as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers Seller to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Issuer by Seller, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders the Issuer, the Noteholders (or the Owner Trustee on behalf of the CertificateholdersNoteholders) or any Series Enhancer. The Issuer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Seller to effect the conveyance of such Ineligible Receivables pursuant to this Section 2.4(d), except as provided but only upon receipt of an -------------- Officer's Certificate from Seller that states that all conditions set forth in Section 7.042.5 have been satisfied. Each party hereto agrees that the failure by ----------- the Seller to make the deposit in accordance with this Section 2.4(d) shall not -------------- give rise to any claim against the Seller.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible ReceivablesReceivable, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all monies due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by the Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.5(b), except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Amount to be less than the Required Transferor Amount shall not occur if the Transferor fails to make any deposit required by this subsection 2.5(b) with respect to such Ineligible Receivable. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection 2.5(b), but only upon receipt of an Officer's Certificate from the Transferor that states that all conditions set forth in this Section 7.042.5 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of the such Ineligible Receivables reassigned to the Sellers Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Sellers’ Participation Transferor Amount, the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Sellers’ Participation Transferor Amount, the Sellers’ Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., New York City time, on the first Distribution Date following the Due Monthly Period in which such reassignment obligation arises, the Sellers Transferor shall make a deposit into the Collection Special Funding Account in immediately available funds in an amount equal to the amount by which the Sellers’ Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables). In the event that at the time of the Upon reassignment of any such Ineligible Receivables to the Sellers the Invested Amount for any outstanding Series is less than the unpaid principal amount of the Investor Certificates of such Series, not later than 12:00 noon, New York City time, on the first Distribution Date following the Due Period in which such reassignment obligation arises, the Sellers will make a deposit into the Collection Account in immediately available funds in an amount equal to the lesser of (i) the excess of the portion of such Ineligible Receivables which are Principal Receivables over the amount to be deposited into the Collection Account pursuant to the immediately preceding sentence and (ii) the excess of the aggregate unpaid principal amount of all Investor Certificates over the aggregate Invested Amounts for all outstanding Series. Any amount deposited into the Collection Account in connection with the reassignment of an Ineligible Receivable shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon reassignment of Ineligible ReceivablesReceivable, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Transferor or their its designee, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivablesReceivable, all monies due or to become due and all amounts received with respect thereto proceeds thereof and all proceeds thereof. The Trustee such reassigned Ineligible Receivable shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested treated by the Sellers to effect Trust as collected in full as of the conveyance of such Ineligible Receivables pursuant to this Sectiondate on which it was transferred. The obligation of the Sellers Transferor to accept reassignment of any Ineligible ReceivablesReceivables conveyed to the Trust by the Transferor, and to make the deposits, if any, required to be made to the Collection Special Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.5(b), except a reassignment of an Ineligible Receivable in excess of the amount that would cause the Transferor Amount to be less than the Required Transferor Amount shall not occur if the Transferor fails to make any deposit required by this subsection 2.5(b) with respect to such Ineligible Receivable. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Transferor to effect the conveyance of such Ineligible Receivables pursuant to this subsection 2.5(b), but only upon receipt of an Officer's Certificate from the Transferor that states that all conditions set forth in this Section 7.04.2.5 have been satisfied. Section 2.6