Common use of Price of Reassignment Clause in Contracts

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Amount, the 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 Transferor’s Participation Amount, the Transferor’s Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor shall make a deposit in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Amount would be below zero (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to the Transferor or 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 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 Transferor to effect the transfer of such Ineligible Receivables pursuant to this Section 2.05. The obligation of the 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, respectively, as provided in this Section 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.

Price of Reassignment. The Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the Transferor Sellers which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Sellers’ Participation Amount, the Transferor’s 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 Transferor’s Sellers’ Participation Amount, the Transferor’s Sellers’ Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Due Period in which such reassignment obligation arises, the Transferor Sellers 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 Transferor’s 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 Excess Funding Collection Account and 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, respectivelyAccount 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 Excess Funding Collection Account and the Collection 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 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 Transferor Sellers or its their 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 Transferor Sellers to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the Transferor Sellers to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Collection Account and the Collection Account, respectively, as provided in this Section 2.05Section, 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 such Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the applicable Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trustee, on behalf of the Trust, shall automatically and without further action sell, transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 foregoingReceivable, all monies due or to become due and all proceeds thereofthereof 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 each Transferor to accept reassignment of any Ineligible Receivables conveyed to the Trustee by such 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 Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(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 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 shall reasonably be requested by the applicable Transferor to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation subsection 2.05(b), but only upon receipt of the an Officer’s Certificate from such 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, respectively, as provided certifying that all conditions set forth in this Section 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 Enhancer2.05 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the Transferor Depositor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Depositor's Amount, the Transferor’s 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 Transferor’s Participation Depositor's Amount, the Transferor’s Participation Depositor's Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia time, New York City time on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor Depositor shall make a deposit in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Depositor's Amount would be below zero (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. [Any amount deposited into the Excess Funding Account and the Collection 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 Trustee, on behalf of the Trust, shall automatically and without further action sell, be deemed to transfer, assign, set-over and otherwise convey to the Transferor Depositor or 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 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 Transferor Depositor to effect the transfer of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the Transferor 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, respectively, as provided in this Section 2.05Section, 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.

Price of Reassignment. The Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the a Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Transferors' Participation Amount, the Transferor’s 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 Transferor’s Transferors' Participation Amount, the Transferor’s Transferors' Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the relevant 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 Transferor’s Transferors' Participation Amount would be below zero (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Collection Account and the Collection 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 Collection Account and the Collection Account, respectively, as provided in this Section 2.05 and the reassignment of Ineligible Receivables, the Trustee shall automatically and without further action sell, transfer, assign, set-set over and otherwise convey to the Transferor or its designeerelevant Transferor, 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 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 relevant Transferor to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the a Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Collection Account and the Collection Account, respectively, as provided in this Section 2.05Section, 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. For purposes of subsection 2.05(a) above, 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 9-315(d) of the UCC.

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trustee, on behalf of the Trust, shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the Transferor or 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 foregoingReceivable, all monies due or to become due and all proceeds thereofthereof 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 Certificateholders (or the Trustee on behalf of the Certificateholders) 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 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation subsection 2.5(b), but only upon receipt of an Officer's Certificate from the 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancer2.5 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Due Period in which such reassignment obligation arises, the applicable Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trust shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 Receivables, the Funds Collateral securing such Ineligible ReceivablesReceivable, all Interchange and Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof and such reassigned Ineligible Receivable shall be treated by the Owner Trustee and the Trust as collected in full as of the date on which it was transferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivables conveyed to the Trust by such 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 Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(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 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation subsection 2.05(b), but only upon receipt of the an Officer’s Certificate from such 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancer2.05 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of such --------------------- Ineligible Receivables reassigned to the Transferor Seller which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s 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 Transferor’s Participation Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, the Transferor’s Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia timethen Seller shall, on the first Distribution Date following the Monthly Period in which date of retransfer of such reassignment obligation arisesIneligible Receivable, the Transferor shall make a deposit in the Collection Account (for allocation pursuant to the Indenture) in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Amount would Shortfall Amount. The amounts so deposited are to be below zero (up to the amount of treated for all purposes hereof as Collections on such Principal Ineligible Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Issuer shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the Transferor Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Trustee and the Trust Issuer in and to such Ineligible Receivables, the Funds Collateral securing such Ineligible ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof and such reassigned Ineligible Receivable shall be treated by the Issuer as collected in full as of the date on which it was transferred. The obligation of Seller to accept reassignment of any Ineligible Receivables 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 the Issuer, the Noteholders (or the Owner Trustee on behalf of the Noteholders) 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 Transferor Seller to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation ------- 2.4(d), but only upon receipt of the 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, respectively, as provided an Officer's Certificate from Seller that ------ states that all conditions set forth in this Section 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.2.5 have been satisfied. -----------

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s 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 Transferor’s Participation AmountTransferor Interest, the Transferor’s Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noon1:00 p.m., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in two Business Days after which such reassignment obligation arises, the applicable Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trust shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof 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 each Transferor to accept reassignment of any Ineligible Receivables conveyed to the Trust by such 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 the Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series Enhancer. Notwithstanding any other provision of this Section, 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation Section, but only upon receipt of the an Officer's Certificate from such 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancerhave been satisfied.

Price of Reassignment. The Master Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the a Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the Transferor’s 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the relevant Transferor shall make a deposit into the Excess Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be reduced below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 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 relevant Transferor or its designee, without recourse, representation or warranty, all of 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 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 relevant Transferor to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the a 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, respectively, as provided in this Section 2.05Section, 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).

Price of Reassignment. The Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the Transferor’s 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the relevant Transferor shall make a deposit into the Excess Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be reduced below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 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 relevant Transferor or 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 relevant Transferor to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the each 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, respectively, as provided in this Section 2.05Section, 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).

Price of Reassignment. The Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the Transferor a Seller which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Seller Amount, the Transferor’s 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 Transferor’s Participation Seller Amount, the Transferor’s Participation Seller Amount would be a negative numberless than the Required Seller Amount, not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor relevant Seller shall make a deposit into the Excess Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Seller Amount would be reduced below zero the Required Seller Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 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 Transferor relevant Seller or 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 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 Transferor relevant Seller to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the Transferor a 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, respectively, as provided in this Section 2.05Section, 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).

Price of Reassignment. The Servicer shall deduct the portion of such --------------------- Ineligible Receivables reassigned to the Transferor Seller which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s 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 Transferor’s Participation Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, the Transferor’s Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia timethen Seller shall, on the first Distribution Date following the Monthly Period in which date of retransfer of such reassignment obligation arisesIneligible Receivable, the Transferor shall make a deposit in the Collection Account (for allocation pursuant to the Indenture) in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Shortfall Amount would be below zero (up to the amount of extent Seller has received such Principal 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. The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Issuer shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the Transferor Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Trustee and the Trust Issuer in and to such Ineligible Receivables, the Funds Collateral securing such Ineligible ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof and such reassigned Ineligible Receivable shall be treated by the Issuer as collected in full as of the date on which it was transferred. The obligation of Seller to accept reassignment of any Ineligible Receivables 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 the Issuer, the Noteholders (or the Owner Trustee on behalf of the Noteholders) 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 Transferor Seller to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.052.4(d), but only upon receipt of an -------------- Officer's Certificate from Seller that states that all conditions set forth in Section 2.5 have been satisfied. The obligation of Each party hereto agrees that the Transferor to accept reassignment of any Ineligible Receivables, and failure by ----------- the Seller to make the deposits, if any, required to be made to the Excess Funding Account and the Collection Account, respectively, as provided deposit in accordance with this Section 2.05, 2.4(d) shall constitute the sole remedy respecting the event giving not -------------- give rise to such obligation available to Investor Certificateholders (or any claim against the Trustee on behalf of the Investor Certificateholders) or any Series EnhancerSeller.

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s 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 Transferor’s Participation AmountTransferor Interest, the Transferor’s Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noon1:00 p.m., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in two Business Days after which such reassignment obligation arises, the applicable Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trust shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof 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 each Transferor to accept reassignment of any Ineligible Receivables conveyed to the Trust by such 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 the Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection, 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation subsection, but only upon receipt of the an Officer's Certificate from such 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancerhave been satisfied.

Price of Reassignment. The Servicer On and after the date of its designation as an Ineligible Receivable, each Ineligible Receivable shall deduct the portion of such Ineligible Receivables reassigned to the Transferor which are Principal Receivables from not be given credit in determining the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Amount, Transferor Amount or the Transferor’s Interest and the Floating Allocation Percentage and the Principal Allocation Percentage Investor Percentages applicable to any Series. In the event thatIf, following the exclusion of such Principal Receivables from the calculation of the Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be less than the Specified Transferor Amount, Transferor shall make a negative numberdeposit into the Excess Funding Account in immediately available funds prior to the next succeeding Business Day in an amount equal to the amount by which the Transferor Amount would be less than the Specified Transferor Amount (up to the amount of such Principal Receivables). The payment of such deposit amount in immediately available funds shall otherwise be considered payment in full of all of the Ineligible Receivables. The obligation of Transferor 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 Holders (or Trustee on behalf of the Holders) or any Enhancement Provider. SECTION 2.6. Reassignment of Receivables in Trust Portfolio. If any representation or warranty of Transferor set forth in Section 2.3(a), (b) or (c) or Section 2.4(a)(i), (v) or (vi) is not true and correct in any material respect and such breach has a material adverse effect on the Investor Interest in the Receivables transferred to the Trust by Transferor, then either Trustee or the Majority Holders, by notice then given to Transferor and Servicer (and to Trustee if given by the Investor Holders), may direct Transferor to accept a reassignment of the Receivables transferred to the Trust by Transferor 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided that such Receivables will not be reassigned to Transferor if, on any day prior to the end of such 60-day 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) Transferor 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. Transferor shall deposit in the Collection Account in immediately available funds not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor shall make a deposit in immediately available funds in payment for such reassignment, an amount equal to the principal portion and the interest portion sum of the amount by which amounts specified therefor with respect to each outstanding Series in the Transferor’s Participation Amount would be below zero (up related Supplement. Notwithstanding anything to the amount of contrary in this Agreement, such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the reassignment of an Ineligible Receivable amounts shall be considered a Transfer Deposit Amount and shall be applied 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 Excess Funding Collection Account and the Collection Account, respectively, as provided in this Section 2.05 and or Section 2.5, Trustee, on behalf of the reassignment of Ineligible ReceivablesTrust, the Trustee shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the Transferor or its designee, without recourse, representation or warrantywarranty (except for the warranty that since the date of transfer by Transferor, Trustee has not sold, transferred or encumbered any such Receivables or interest therein), all the right, title and interest of the Trustee and the Trust in and to such Ineligible Receivables, the Funds Collateral securing such Ineligible applicable Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, 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 Transferor to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Collection Account and the Collection Account, respectively, as provided in this Section 2.05Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders Holders (or the Trustee on behalf of the Investor Certificateholders) or any Series EnhancerHolders).

Price of Reassignment. The Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the Transferor which Seller that are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation AmountSeller's Interest, the Transferor’s 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 Transferor’s Participation AmountSeller's Interest and the Retained Interest, the Transferor’s Participation Amount Seller's Interest would be a negative number, not later less than 12:00 noon, Richmond, Virginia time, on the first Distribution Date following Required Seller's Interest or the Monthly Period in which such reassignment obligation arisesRetained Interest will be less than the Required Retained Interest, the Transferor Seller shall make a deposit into the Excess Funding Account in immediately available funds prior to the next succeeding Business Day in an amount equal to the principal portion and amount by which the interest portion of Seller's Interest would be less than the Required Seller's Interest or the amount by which the Transferor’s Participation Amount Retained Interest would be below zero less than the Required Retained Interest, as the case may be (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any The payment of such deposit amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the reassignment of an Ineligible Receivable immediately available funds shall otherwise be considered a Transfer Deposit Amount and shall be applied payment in accordance with Article IV and full of all of the terms of each SupplementIneligible Receivables. 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 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 Transferor Seller or 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 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 Transferor Seller to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the Transferor Seller to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Collection Account and the Collection Account, respectively, as provided in this Section 2.05Section, 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).

Price of Reassignment. The Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the Transferor’s 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the relevant Transferor shall make a deposit into the Excess Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be reduced below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 Trustee, on behalf of the Trust, shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the relevant Transferor or 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 relevant Transferor to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the each 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, respectively, as provided in this Section 2.05Section, 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).

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate Upon the Transferor’s Participation Amountwritten notice to the Owner Trustee that such Transferor has exercised its option and caused reassignment of any Ineligible Receivable, the 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 Transferor’s Participation Amount, the Transferor’s Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor shall make a deposit in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Amount would be below zero (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 Trust shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 ReceivablesReceivable (or interest therein), all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof 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 each Transferor to accept reassignment of any Ineligible Receivables (or interest therein) conveyed to the Trust by such 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 the Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series Enhancer. Notwithstanding any other provision of this Section, a reassignment of an Ineligible Receivable (or interest therein) 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 (or interest therein). 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 transfer conveyance of such Ineligible Receivables (or interest therein) pursuant to this Section 2.05. The obligation Section, but only upon receipt of the an Officer’s Certificate from such 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancerhave been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the Transferor’s 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the relevant Transferor shall make a deposit into the Excess Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be reduced below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 Trustee, on behalf of the Trust, shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the relevant Transferor or 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 relevant Transferor to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the 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, respectively, as provided in this Section 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.each Transferor

Price of Reassignment. The Servicer shall deduct the portion of --------------------- such Ineligible Receivables reassigned to the Transferor Seller which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s 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 Transferor’s Participation Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, the Transferor’s Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia timethen Seller shall, on the first Distribution Date following the Monthly Period in which date of retransfer of such reassignment obligation arisesIneligible Receivable, the Transferor shall make a deposit in the Collection Account (for allocation pursuant to the Indenture) in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Shortfall Amount would be below zero (up to the amount of extent Seller has received such Principal 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. The amounts so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Issuer shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the Transferor Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Trustee and the Trust Issuer in and to such Ineligible Receivables, the Funds Collateral securing such Ineligible ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof and such reassigned Ineligible Receivable shall be treated by the Issuer as collected in full as of the date on which it was transferred. The obligation of Seller to accept reassignment of any Ineligible Receivables 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 the Issuer, the Noteholders (or the Owner Trustee on behalf of the Noteholders) 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 Transferor Seller to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05------- 2.4(d), but only upon receipt of an Officer's Certificate from Seller that ----- states that all conditions set forth in Section 2.5 have been satisfied. The obligation of Each ----------- party hereto agrees that the Transferor to accept reassignment of any Ineligible Receivables, and failure by the Seller to make the deposits, if any, required to be made to the Excess Funding Account and the Collection Account, respectively, as provided deposit in accordance with this Section 2.05, 2.4(d) shall constitute the sole remedy respecting the event giving not give rise to such obligation available to Investor Certificateholders (or any claim against the Trustee on behalf of the Investor Certificateholders) or any Series Enhancer------------- Seller.

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s 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 Transferor’s Participation AmountTransferor Interest, the Transferor’s Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noonp.m. (Noon), Richmond, Virginia New York City time, on by the first Distribution Payment Date following the Monthly Period in which such reassignment obligation arises, the applicable Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trust shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof 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 each Transferor to accept reassignment of any Ineligible Receivables conveyed to the Trust by such 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 the Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection, 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation 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 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancerhave been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Due Period in which such reassignment obligation arises, the applicable Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trust shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 Receivables, the Funds Collateral securing such Ineligible ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereof. The Trustee thereof and 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 Transferor to effect Owner Trustee and the transfer Trust as collected in full as of such Ineligible Receivables pursuant to this Section 2.05the date on which it was transferred. The obligation of the 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 Excess Special Funding Account and the Collection Account, respectively, as provided in this Section 2.05Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders Noteholders (or the Indenture Trustee on behalf of the Investor CertificateholdersNoteholders) or any Series Enhancer.. Notwithstanding any other provision of this subsection 2.05(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

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s 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 Transferor’s Participation AmountTransferor Interest, the Transferor’s Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noon1:00 p.m., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the applicable Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trust shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof 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 each Transferor to accept reassignment of any Ineligible Receivables conveyed to the Trust by such 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 the Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(b), 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation subsection 2.05(b), but only upon receipt of the an Officer’s Certificate from such 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancer2.05 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of such the Ineligible Receivables reassigned to the Transferor Sellers which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Sellers' Participation Amount, the Transferor’s 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 Transferor’s Sellers' Participation Amount, the Transferor’s Sellers' Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Due Period in which such reassignment obligation arises, the Transferor Sellers 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 Transferor’s 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 Excess Funding Collection Account and 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, respectivelyAccount 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 Excess Funding Collection Account and the Collection 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 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 Transferor Sellers or its their 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 Transferor Sellers to effect the transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the Transferor Sellers to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Collection Account and the Collection Account, respectively, as provided in this Section 2.05Section, 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 such Ineligible Receivables required to be reassigned to the each Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Amount, the Transferor’s 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 Transferor’s Participation AmountTransferor Interest, the Transferor’s Participation Amount Transferor Interest would be a negative numberless than the Required Transferor Interest, not later than 12:00 noon1:00 p.m., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the applicable Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Amount Transferor Interest would be below zero the Required Transferor Interest (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trust shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the applicable Transferor or 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 ReceivablesReceivable, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoingrelated thereto, all monies and amounts due or to become due and all proceeds thereofthereof 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 each Transferor to accept reassignment of any Ineligible Receivables conveyed to the Trust by such 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 the Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series Enhancer. Notwithstanding any other provision of this subsection 2.05(b), 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation subsection 2.05(b), but only upon receipt of the an Officer’s Certificate from such 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancer2.05 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee 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 Transferor or 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 foregoingReceivable, all monies due or to become due and all proceeds thereofthereof 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 Certificateholders (or the Trustee on behalf of the Certificateholders) 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 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation subsection 2.5(b), but only upon receipt of an Officer's Certificate from the 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancer2.5 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion --------------------- of such Ineligible Receivables reassigned to the Transferor Depositor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Participation Depositor's Amount, the Transferor’s 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 Transferor’s Participation Depositor's Amount, the Transferor’s Participation Depositor's Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia time, New York City time on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor Depositor shall make a deposit in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Depositor's Amount would be below zero (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. [Any amount deposited into the Excess Funding Account and the Collection 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 Trustee, on behalf of the Trust, shall automatically and without further action sell, be deemed to transfer, assign, set-over and otherwise convey to the Transferor Depositor or 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 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 Transferor Depositor to effect the transfer of such Ineligible Receivables pursuant to this Section 2.05Section. The obligation of the Transferor 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, respectively, as provided in this Section 2.05Section, 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.

Price of Reassignment. The Servicer shall deduct the portion of --------------------- such Ineligible Receivables reassigned to the Transferor which are Principal Receivables from the aggregate amount of the Principal Receivables used to calculate the Transferor’s Participation Transferor Amount, the 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 Transferor’s Participation Transferor Amount, the Transferor’s Participation Transferor Amount would be a negative numberless than the Required Transferor Amount, not later than 12:00 noon1:00 P.M., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor shall make a deposit into the Special Funding Account in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Participation Transferor Amount would be below zero the Required Transferor Amount (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Account and the Collection Account, respectively, in connection with the Upon reassignment of an any 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 ReceivablesReceivable, the Trustee Trustee, on behalf of the Trust, shall automatically and without further action sell, be deemed to transfer, assign, set-set over and otherwise convey to the Transferor or 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 foregoingReceivable, all monies due or to become due and all proceeds thereofthereof 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 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 transfer conveyance of such Ineligible Receivables pursuant to this Section 2.05. The obligation subsection 2.5(b), but only upon receipt of an Officer's Certificate from the 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, respectively, as provided that states that all conditions set forth in this Section 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 Enhancer2.5 have been satisfied.

Price of Reassignment. The Servicer shall deduct the portion of --------------------- such Ineligible Receivables reassigned to the Transferor each Seller which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Sellers' Participation Amount, the Transferor’s 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 Transferor’s Sellers' Participation Amount, the Transferor’s Sellers' Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor applicable Seller shall make a deposit in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s Sellers' Participation Amount would be below zero (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 Trustee, on behalf of the Trust, shall automatically and without further action sell, be deemed to transfer, assign, set-over and otherwise convey to the Transferor applicable Seller or 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 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 Transferor such Seller to effect the transfer of such Ineligible Receivables pursuant to this Section 2.05. The obligation of the Transferor 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, respectively, as provided in this Section 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.

Price of Reassignment. The Seller shall accept reassignment of any Ineligible Receivables by directing the Servicer shall to deduct the portion of such Ineligible Receivables reassigned to the Transferor Seller which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s Seller's Participation Amount, the Transferor’s 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 Transferor’s Seller's Participation Amount, the Transferor’s Seller's Participation Amount would be a negative number, not later than 12:00 noon1:00 P.M., Richmond, Virginia New York City time, on the first Distribution Date following the Monthly Due Period in which such reassignment obligation arises, the Transferor 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 Transferor’s Seller's Participation Amount would be below zero (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively). Any amount deposited into the Excess Funding Collection Account and the Collection Account, respectively, 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 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 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 Transferor Seller or 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 proceeds thereof. The Trustee thereof and 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 Transferor to effect Trust as collected in full as of the transfer of such Ineligible Receivables pursuant to this Section 2.05date on which they were transferred. The obligation of the Transferor Seller to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Collection Account and the Collection Account, respectively, as provided in this Section 2.05Section, 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.shall

Price of Reassignment. The Servicer shall deduct the portion of such Ineligible Receivables reassigned to the Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor’s 's Participation Amount, the Transferor’s '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 Transferor’s 's Participation Amount, the Transferor’s 's Participation Amount would be a negative number, not later than 12:00 noon, Richmond, Virginia time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the Transferor shall make a deposit in immediately available funds in an amount equal to the principal portion and the interest portion of the amount by which the Transferor’s 's Participation Amount would be below zero (up to the amount of such Principal Receivables) into the Excess Funding Account and the Collection Account, respectively. Any amount deposited into the Excess Funding Account and the Collection 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 shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to the Transferor or 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 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 Transferor to effect the transfer of such Ineligible Receivables pursuant to this Section 2.05. The obligation of the 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, respectively, as provided in this Section 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.