Common use of Procedures for Reassignment Clause in Contracts

Procedures for Reassignment. When the provisions of subsection 2.04(d)(i) or (ii) above require reassignment of a Receivable, Transferor shall accept reassignment of such Receivable (an “Ineligible Receivable”) by directing Servicer to deduct the principal balance of each such Ineligible Receivable from the Aggregate Principal Receivables in the Trust and to decrease Transferor Interest by such amount. On and after the date of such reassignment, each Ineligible Receivable shall be assigned a principal balance of zero for the purpose of determining the Principal Receivables on any day. In the event that the exclusion of an Ineligible Receivable from the calculation of the Aggregate Principal Receivables would cause Transferor Interest to be reduced below the Minimum Transferor Interest, or would cause the Aggregate Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or would otherwise not be permitted by law, Transferor shall immediately, but in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date in an amount sufficient to cure any such shortfall. The portion of such deposit allocated to the Notes of each Series shall be distributed to the Noteholders of each Series in the manner specified in Article IV of the Indenture, if applicable, on the Distribution Date relating to the Monthly Period in which such deposit is made. Upon the reassignment to Transferor of an Ineligible Receivable, Issuer shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Transferor, without recourse, representation or warranty, all the right, title and interest of Issuer in and to such Ineligible Receivable, all moneys due or to become due with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Indenture Supplement. Such reassigned Ineligible Receivable shall be treated by Issuer as collected in full as of the date on which it was transferred. Issuer and Indenture Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.04(d)(iii). The obligation of Transferor set forth in this subsection 2.04(d)(iii), or the automatic reassignment of such Receivable from Issuer, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Issuer or Indenture Trustee on behalf of Noteholders.

Procedures for Reassignment. When the provisions of subsection 2.04(d)(i) or (ii2.6(a) above require (i) the reassignment of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Aggregate Principal Receivables in the Trust Pool Balance and to decrease the Transferor Interest Amount by the principal balance of such amountIneligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificate. On and after the date of such reassignmentremoval, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be assigned a principal balance of zero for deducted from the purpose of determining Pool Balance and the Principal Receivables on any dayTransferor Amount. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Aggregate Principal Receivables Transferor Amount and the Pool Balance would cause the Transferor Interest Amount to be reduced below the Minimum Required Transferor Interest, Amount or would cause the Aggregate Principal Receivables Pool Balance to be less than reduced below the Minimum Aggregate Principal ReceivablesRequired Pool Balance, the Transferor who conveyed such Ineligible Receivable or would otherwise not be permitted by law, Transferor Ineligible Collateral Certificate shall immediately, but in no event later than 10 Business Days after 1:00 p.m., Toronto time, on the first Payment Date following the Monthly Period in which such eventreassignment obligation arises, make a deposit in the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date in an amount sufficient to cure any such shortfall. The portion of such deposit allocated equal to the Notes of each Series shall be distributed to the Noteholders of each Series in the manner specified in Article IV greater of the Indenture, if applicable, on amount by which (x) the Distribution Date relating to Transferor Amount would be reduced below the Monthly Period in which such deposit is madeRequired Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance. Upon reassignment of any Ineligible Receivable or Ineligible Collateral Certificate, the reassignment to Transferor of an Ineligible Receivable, Issuer Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Transferorthe applicable Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of Issuer the Indenture Trustee and the Trust in and to such Ineligible ReceivableReceivable or Ineligible Collateral Certificate, all moneys Recoveries related thereto, all monies and amounts due or to become due with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Indenture Supplement. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by Issuer the Indenture Trustee and the Trust as collected in full as of the date on which it was transferredreassigned. Issuer The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). 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 evidence effect the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.04(d)(iii2.6(b). The obligation , but only upon receipt of an Officer’s Certificate from such Transferor that states that all conditions set forth in this subsection 2.04(d)(iii), or the automatic reassignment of such Receivable from Issuer, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Issuer or Indenture Trustee on behalf of NoteholdersSection 2.6 have been satisfied.

Procedures for Reassignment. When the provisions of subsection 2.04(d)(i2.4(d)(i) or (ii) above require reassignment of a Receivable, Transferor shall accept reassignment of then such Receivable (shall be designated an “"Ineligible Receivable”) by directing Servicer to deduct the principal balance of each such Ineligible Receivable from the Aggregate Principal Receivables in the Trust " and to decrease Transferor Interest by such amount. On and after the date of such reassignment, each Ineligible Receivable shall be assigned a principal balance of zero for the purpose of determining the Trust Principal Receivables Component on any day. In On and after the event that date of its designation as an Ineligible Receivable, each Ineligible Receivable shall not be given credit in determining the Trust Principal Component used to calculate the Transferor Amount, and the Floating Allocation Percentage and the Fixed Allocation Percentage applicable to any Series. If, following the exclusion of an such Ineligible Receivable Receivables from the calculation of the Aggregate Trust Principal Receivables Component, the Transferor Amount would cause Transferor Interest to be reduced below the Minimum Transferor Interest, or would cause the Aggregate Principal Receivables to be less than the Minimum Aggregate Principal ReceivablesTransferor Amount, or would otherwise not be permitted by law, the Transferor shall immediately, but in no event later than 10 Business Days after such event, make a deposit in into the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date Business Day in an amount sufficient equal to cure any such shortfallthe amount by which the Transferor Amount would otherwise be less than the Minimum Transferor Amount. The portion payment of such deposit allocated to the Notes amount in immediately available funds shall otherwise be considered payment in full of each Series shall be distributed to the Noteholders of each Series in the manner specified in Article IV all of the Indenture, if applicable, on the Distribution Date relating to the Monthly Period in which such deposit is made. Upon the reassignment to Transferor of an Ineligible Receivable, Issuer shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Transferor, without recourse, representation or warranty, all the right, title and interest of Issuer in and to such Ineligible Receivable, all moneys due or to become due with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Indenture Supplement. Such reassigned Ineligible Receivable shall be treated by Issuer as collected in full as of the date on which it was transferred. Issuer and Indenture Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.04(d)(iii)Receivables. The obligation of the Transferor set forth to make the deposits, if any, required to be made to the Excess Funding Account as provided in this subsection 2.04(d)(iii), or the automatic reassignment of such Receivable from Issuer, as the case may beSection, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect event giving rise to such Receivable obligation available to Issuer Certificateholders (or Indenture the Trustee on behalf of Noteholdersthe Certificateholders) or any Enhancement Provider.

Procedures for Reassignment. When the provisions of subsection 2.04(d)(i) or (ii) above require reassignment of a Receivable, Transferor shall accept reassignment of such Receivable (an “"Ineligible Receivable”") by directing Servicer to deduct the principal balance of each such Ineligible Receivable from the Aggregate Principal Receivables in the Trust and to decrease Transferor Interest by such amount. On and after the date of such reassignment, each Ineligible Receivable shall be assigned a principal balance of zero for the purpose of determining the Principal Receivables on any day. In the event that the exclusion of an Ineligible Receivable from the calculation of the Aggregate Principal Receivables would cause Transferor Interest to be reduced below the Minimum Transferor Interest, or would cause the Aggregate Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or would otherwise not be permitted by law, Transferor shall immediately, but in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date in an amount sufficient to cure any such shortfall. The portion of such deposit allocated to the Notes of each Series shall be distributed to the Noteholders of each Series in the manner specified in Article IV of the IndentureIV, if applicable, on the Distribution Date relating to the Monthly Period in which such deposit is made. Upon the reassignment to Transferor of an Ineligible Receivable, Issuer shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Transferor, without recourse, representation or warranty, all the right, title and interest of Issuer in and to such Ineligible Receivable, all moneys due or to become due with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Indenture Supplement. Such reassigned Ineligible Receivable shall be treated by Issuer as collected in full as of the date on which it was transferred. Issuer and Indenture Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.04(d)(iii). The obligation of Transferor set forth in this subsection 2.04(d)(iii), or the automatic reassignment of such Receivable from Issuer, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Issuer or Indenture Trustee on behalf of Noteholders.

Procedures for Reassignment. When the provisions of subsection 2.04(d)(i2.4(d)(i) or (ii) above require reassignment of a Receivable, Transferor shall accept reassignment of then such Receivable (shall be designated an “"Ineligible Receivable”) by directing Servicer to deduct the principal balance of each such Ineligible Receivable from the Aggregate Principal Receivables in the Trust " and to decrease Transferor Interest by such amount. On and after the date of such reassignment, each Ineligible Receivable shall be assigned a principal balance of zero for the purpose of determining the Trust Principal Receivables Component on any day. In On and after the event that date of its designation as an Ineligible Receivable, each Ineligible Receivable shall not be given credit in determining the Trust Principal Component used to calcu- late the Transferor Amount, and the Floating Allocation Percentage and the Fixed Allocation Percentage applicable to any Series. If, following the exclusion of an such Ineligible Receivable Receivables from the calculation of the Aggregate Trust Principal Receivables Component, the Transferor Amount would cause Transferor Interest to be reduced below the Minimum Transferor Interest, or would cause the Aggregate Principal Receivables to be less than the Minimum Aggregate Principal ReceivablesTransferor Amount, or would otherwise not be permitted by law, the Transferor shall immediately, but in no event later than 10 Business Days after such event, make a deposit in into the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date Business Day in an amount sufficient equal to cure any such shortfallthe amount by which the Transferor Amount would otherwise be less than the Minimum Transferor Amount. The portion payment of such deposit allocated to the Notes amount in immediately available funds shall otherwise be considered payment in full of each Series shall be distributed to the Noteholders of each Series in the manner specified in Article IV all of the Indenture, if applicable, on the Distribution Date relating to the Monthly Period in which such deposit is made. Upon the reassignment to Transferor of an Ineligible Receivable, Issuer shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Transferor, without recourse, representation or warranty, all the right, title and interest of Issuer in and to such Ineligible Receivable, all moneys due or to become due with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Indenture Supplement. Such reassigned Ineligible Receivable shall be treated by Issuer as collected in full as of the date on which it was transferred. Issuer and Indenture Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.04(d)(iii)Receivables. The obligation of the Transferor set forth to make the deposits, if any, required to be made to the Excess Funding Account as provided in this subsection 2.04(d)(iii), or the automatic reassignment of such Receivable from Issuer, as the case may beSection, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect event giving rise to such Receivable obligation available to Issuer Certificateholders (or Indenture the Trustee on behalf of Noteholdersthe Certificateholders) or any Enhancement Provider.

Procedures for Reassignment. When the provisions of subsection 2.04(d)(i) or (ii) above require reassignment of a Receivable, Transferor shall accept reassignment of such Receivable (an “"Ineligible Receivable”") by directing Servicer to deduct the principal balance of each such Ineligible Receivable from the Aggregate Principal Receivables in the Trust and to decrease Transferor Interest by such amount. On and after the date of such reassignment, each Ineligible Receivable shall be assigned a principal balance of zero for the purpose of determining the Principal Receivables on any day. In the event that the exclusion of an Ineligible Receivable from the calculation of the Aggregate Principal Receivables Balance would cause Transferor Interest to be reduced below the Minimum Transferor Interest, or would cause the Aggregate Principal Receivables to be less than the Minimum Aggregate Principal Receivables, Interest or would otherwise not be permitted by law, Transferor shall immediately, but in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date in an amount sufficient equal to cure any such shortfallthe amount by which Transferor Interest would be reduced below the Minimum Transferor Interest. The portion of such deposit allocated to the Notes of each Series shall be distributed to the Noteholders of each Series in the manner specified in Article IV of the IndentureIV, if applicable, on the Distribution Date relating to the Monthly Period in which such deposit is made. Upon the reassignment to Transferor of an Ineligible Receivable, Issuer shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Transferor, without recourse, representation or warranty, all the right, title and interest of Issuer in and to such Ineligible Receivable, all moneys due or to become due with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Indenture Supplement. Such reassigned Ineligible Receivable shall be treated by Issuer as collected in full as of the date on which it was transferred. Issuer and Indenture Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.04(d)(iii). The obligation of Transferor set forth in this subsection 2.04(d)(iii), or the automatic reassignment of such Receivable from Issuer, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Issuer or Indenture Trustee on behalf of Noteholders.