Common use of Reassignment of Issuer Portfolio Clause in Contracts

Reassignment of Issuer Portfolio. In the event that on and after the Certificate Trust Termination Date, (i) any of the representations and warranties set forth in Section 2.3(i), 2.3(iii) or 2.4(a) or in Section 5(a) or 5(b) of any Assignment is breached or (ii) a material amount of Receivables are not Eligible Receivables and, in either case, such event has a materially adverse effect on the Noteholders (without regard to the amount of any Enhancement), either the Indenture Trustee or the Holders of Notes aggregating more than 50% of the Aggregate Invested Amount, by notice then given in writing to the Transferor (and to the Indenture Trustee and the Servicer, if given by the Noteholders), may direct the Transferor to accept reassignment of all Receivables within 60 days of such notice, or within such longer period as may be specified in such notice (not to exceed an additional 90 days), and the Transferor shall be obligated to accept such reassignment on a Distribution Date specified by the Transferor occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made, and the Transferor shall not be obligated to accept such reassignment, if, on the Business Day prior to such Distribution Date, the representations and warranties set forth in Sections 2.3(i), 2.3(iii) and 2.4(a) or in Sections 5(a) and 5(b) of such Assignment shall then be true and correct in all material respects or there shall no longer be a material amount of Receivables which are not Eligible Receivables, as the case may be. The Transferor shall deposit in the Collection Account on the Business Day prior to such Distribution Date (in immediately available funds) an amount equal to the reassignment deposit amount for such Receivables for distribution pursuant to the provisions of Article VIII of the Indenture. The deposit amount for such reassignment shall be equal to the Aggregate Invested Amount at the close of business on the Record Date related to the Distribution Date with respect to which such deposit is made (less the aggregate principal amount then on deposit in the Excess Funding Account and any principal funding account relating to any Series), plus (i) an amount equal to all accrued but unpaid interest on the Notes of all Series at the applicable Note Interest Rates through the end of the respective interest accrual period(s) of such Series and (ii) any other unpaid amounts required to be paid pursuant to this Section 2.4(e) or under any Indenture Supplement or Enhancement Agreement. The Transferor shall make such deposit out of funds received by it from the Bank pursuant to Section 6.2 of the Receivables Purchase Agreement. Payment of the reassignment deposit amount and all other amounts in the Collection Account in respect of the preceding Collection Period shall be considered a prepayment in full of all such Receivables. On the Distribution Date with respect to which such amount has been deposited in full into the Collection Account, the Receivables and all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (after payment of all amounts otherwise due on or before such date pursuant to the terms of any Indenture Supplement or Enhancement Agreement) shall be released to the Transferor and the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer in and to the Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. If the Indenture Trustee or the Noteholders give a notice directing the Transferor to accept reassignment as provided herein and the Transferor is obligated to accept such reassignment as provided herein, then such obligation of the Transferor shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 2.3(i), 2.3(iii) or 2.4(a) or Section 5(a) or 5(b) of any Assignment or there being a material amount of Receivables which are not Eligible Receivables available to the Issuer, the Noteholders or the Indenture Trustee on behalf of the Noteholders.

Reassignment of Issuer Portfolio. In the event that on and after the Certificate Trust Termination Date, (i) If any representation or warranty of the representations and warranties -------------------------------- a Seller set forth in Section 2.3(i), 2.3(iii) or 2.4(a) or is not true and correct in Section 5(a) or 5(b) of any Assignment is breached or (ii) material -------------- respect and such breach has a material amount of Receivables are not Eligible Receivables and, in either case, such event has a materially adverse effect on the Noteholders Receivables or the availability of the proceeds thereof to the Issuer (which determination shall be made without regard to the amount of whether funds are then available pursuant to any Series Enhancement), then either the Owner Trustee, the Indenture Trustee or the Holders of Notes aggregating more holding not less than 50% of the Aggregate Invested Amountaggregate principal amount of all Outstanding Notes, by notice then given in writing to Seller and the Transferor Servicer (and to the Owner Trustee and Indenture Trustee and the Servicer, if given by the Noteholders), may direct the Transferor Seller to accept a reassignment of all the Receivables conveyed to the Issuer by Seller if such breach and any material adverse effect caused by such breach is not cured within 60 sixty (60) days of such notice, notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice (not to exceed an additional 90 daysnotice), and the Transferor upon those conditions Seller shall be obligated to accept such reassignment on a Distribution Date specified by the Transferor occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made, and the Transferor shall Receivables will not be obligated reassigned -------- ------- to accept such reassignment, Seller if, on the Business Day any day prior to such Distribution Date, the representations and warranties set forth in Sections 2.3(i), 2.3(iii) and 2.4(a) or in Sections 5(a) and 5(b) end of such Assignment 60-day or longer period (i) the relevant representation and warranty shall then be true and correct in all material respects or there as if made on such day and (ii) Seller shall no longer be have delivered to the Owner Trustee a material amount certificate of Receivables an authorized officer describing the nature of such breach and the manner in which are not Eligible Receivables, as the case may berelevant representation and warranty has become true and correct. The Transferor Seller shall deposit in the Collection Account on the Business Day prior to such Distribution Date (in immediately available funds) funds not later than 1:00 p.m., New York City time, on the Transfer Date for the first Distribution Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables for distribution pursuant the reassignment to the provisions of Article VIII of extent Seller has received such funds from RPA Seller under the IndentureReceivables 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 deposit amount for such reassignment shall will be equal to the Aggregate Invested Amount at sum of the close of business on the Record Date related to the Distribution Date amounts specified therefor with respect to which such deposit is made (less the aggregate principal amount then on deposit each outstanding Series in the Excess Funding Account and any principal funding account relating related Indenture Supplement. Notwithstanding anything to any Series)the contrary in this Agreement, plus (i) an amount equal such amounts shall be distributed to all accrued but unpaid interest the Noteholders on such Distribution Date in accordance with the Notes terms of all Series at each Indenture Supplement. If the applicable Note Interest Rates through Owner Trustee, the end Indenture Trustee or the Noteholders give notice directing the Seller to accept a reassignment of the respective interest accrual period(s) Receivables as provided above, the obligation of Seller to accept such Series and (ii) any other unpaid amounts required to be paid reassignment pursuant to this Section 2.4(e) -------------- and to make the deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.4(e) available to -------------- the Noteholders (or under the Owner Trustee or Indenture Trustee on behalf of the Noteholders) or any Indenture Supplement or Enhancement AgreementSeries Enhancer. The Transferor shall make such deposit out of funds received by it from the Bank pursuant to Section 6.2 Upon reassignment of the Receivables Purchase Agreement. Payment of the reassignment deposit amount and all other amounts in the Collection Account in respect of the preceding Collection Period shall be considered a prepayment in full of all on such Receivables. On the Distribution Date with respect to which such amount has been deposited in full into the Collection AccountDate, the Receivables Issuer shall automatically and all monies due or without further action be deemed to become due sell, transfer, assign, set-over and all amounts received with respect thereto and all proceeds thereof (after payment of all amounts otherwise due on or before such date pursuant convey to the terms of any Indenture Supplement or Enhancement Agreement) shall be released to the Transferor and the Owner Trustee shall execute and deliver such instruments of transfer or assignmentSeller, in each case without recourse, representation or warranty, as shall be reasonably requested by all the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer in and to the ReceivablesReceivables and Recoveries allocable to the Issuer, and all monies and amounts due or to become due and all amounts received with respect thereto and all proceeds thereof. If The Issuer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Indenture Trustee or Seller to effect the Noteholders conveyance of such property pursuant to this Section. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(e) shall not give a notice directing rise to any -------------- claim against the Transferor to accept reassignment as provided herein and the Transferor is obligated to accept such reassignment as provided herein, then such obligation of the Transferor shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 2.3(i), 2.3(iii) or 2.4(a) or Section 5(a) or 5(b) of any Assignment or there being a material amount of Receivables which are not Eligible Receivables available to the Issuer, the Noteholders or the Indenture Trustee on behalf of the NoteholdersSeller.

Reassignment of Issuer Portfolio. In the event that on and after the Certificate Trust Termination Date, (i) If any representation or warranty -------------------------------- of the representations and warranties a Seller set forth in Section 2.3(i), 2.3(iii) or 2.4(a) or is not true and correct in Section 5(a) or 5(b) of any Assignment is breached or (ii) material ------------- respect and such breach has a material amount of Receivables are not Eligible Receivables and, in either case, such event has a materially adverse effect on the Noteholders Receivables or the availability of the proceeds thereof to the Issuer (which determination shall be made without regard to the amount of whether funds are then available pursuant to any Series Enhancement), then either the Owner Trustee, the Indenture Trustee or the Holders of Notes aggregating more holding not less than 50% of the Aggregate Invested Amountaggregate principal amount of all Outstanding Notes, by notice then given in writing to Seller and the Transferor Servicer (and to the Owner Trustee and Indenture Trustee and the Servicer, if given by the Noteholders), may direct the Transferor Seller to accept a reassignment of all the Receivables conveyed to the Issuer by Seller if such breach and any material adverse effect caused by such breach is not cured within 60 sixty (60) days of such notice, notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice (not to exceed an additional 90 daysnotice), and the Transferor upon those conditions Seller shall be obligated to accept such reassignment on a Distribution Date specified by the Transferor occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made, and the Transferor shall Receivables will not be obligated reassigned -------- ------- to accept such reassignment, Seller if, on the Business Day any day prior to such Distribution Date, the representations and warranties set forth in Sections 2.3(i), 2.3(iii) and 2.4(a) or in Sections 5(a) and 5(b) end of such Assignment 60-day or longer period (i) the relevant representation and warranty shall then be true and correct in all material respects or there as if made on such day and (ii) Seller shall no longer be have delivered to the Owner Trustee a material amount certificate of Receivables an authorized officer describing the nature of such breach and the manner in which are not Eligible Receivables, as the case may berelevant representation and warranty has become true and correct. The Transferor Seller shall deposit in the Collection Account on the Business Day prior to such Distribution Date (in immediately available funds) funds not later than 1:00 p.m., New York City time, on the Transfer Date for the first Distribution Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables for distribution pursuant the reassignment to the provisions of Article VIII of extent Seller has received such funds from RPA Seller under the IndentureReceivables 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 deposit amount for such reassignment shall will be equal to the Aggregate Invested Amount at sum of the close of business on the Record Date related to the Distribution Date amounts specified therefor with respect to which such deposit is made (less the aggregate principal amount then on deposit each outstanding Series in the Excess Funding Account and any principal funding account relating related Indenture Supplement. Notwithstanding anything to any Series)the contrary in this Agreement, plus (i) an amount equal such amounts shall be distributed to all accrued but unpaid interest the Noteholders on such Distribution Date in accordance with the Notes terms of all Series at each Indenture Supplement. If the applicable Note Interest Rates through Owner Trustee, the end Indenture Trustee or the Noteholders give notice directing the Seller to accept a reassignment of the respective interest accrual period(s) Receivables as provided above, the obligation of Seller to accept such Series and (ii) any other unpaid amounts required to be paid reassignment pursuant to this Section 2.4(e) and to make the deposit required to ------------- be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.4(e) available to the Noteholders (or under the Owner Trustee or ------------- Indenture Trustee on behalf of the Noteholders) or any Indenture Supplement or Enhancement AgreementSeries Enhancer. The Transferor shall make such deposit out of funds received by it from the Bank pursuant to Section 6.2 Upon reassignment of the Receivables Purchase Agreement. Payment of the reassignment deposit amount and all other amounts in the Collection Account in respect of the preceding Collection Period shall be considered a prepayment in full of all on such Receivables. On the Distribution Date with respect to which such amount has been deposited in full into the Collection AccountDate, the Receivables Issuer shall automatically and all monies due or without further action be deemed to become due sell, transfer, assign, set-over and all amounts received with respect thereto and all proceeds thereof (after payment of all amounts otherwise due on or before such date pursuant convey to the terms of any Indenture Supplement or Enhancement Agreement) shall be released to the Transferor and the Owner Trustee shall execute and deliver such instruments of transfer or assignmentSeller, in each case without recourse, representation or warranty, as shall be reasonably requested by all the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer in and to the ReceivablesReceivables and Recoveries allocable to the Issuer, and all monies and amounts due or to become due and all amounts received with respect thereto and all proceeds thereof. If The Issuer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Indenture Trustee or Seller to effect the Noteholders conveyance of such property pursuant to this Section. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(e) shall not give a notice directing rise to any claim against the Transferor to accept reassignment as provided herein and the Transferor is obligated to accept such reassignment as provided herein, then such obligation of the Transferor shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 2.3(i), 2.3(iii) or 2.4(a) or Section 5(a) or 5(b) of any Assignment or there being a material amount of Receivables which are not Eligible Receivables available to the Issuer, the Noteholders or the Indenture Trustee on behalf of the Noteholders.Seller. -------------

Reassignment of Issuer Portfolio. In the event that on On and after the Certificate Trust Termination Date, (i) any in the event of a breach of the representations and warranties set forth in Section 2.3(i), 2.3(iiisubsection 2.3(d) or 2.4(a2.4(a)(i) of this Agreement or subsection 2.1(d) or in Section 5(a) or 5(b2.2(a)(i) of any Assignment is breached or (ii) a material amount of Receivables are not Eligible Receivables andthe Purchase Agreement, in either case, such event has a materially adverse effect on the Noteholders (without regard to the amount of any Enhancement), either the Indenture Trustee or the Majority Holders of Notes aggregating more than 50% of the Aggregate Invested Amount, by notice then given in writing to the Seller, Transferor (and to the Indenture Trustee Issuer and the Servicer, if given by the Noteholders), ) may direct the Transferor to accept reassignment of all an amount of Principal Receivables (as specified below) within 60 days of such notice, or within such longer period as may be specified in such notice (not to exceed an additional 90 days), and the Transferor shall be obligated to accept reassignment of such reassignment Principal Receivables on a Distribution Date specified by such Person (such Distribution Date, the Transferor “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made, and the Transferor shall not be obligated to accept such reassignment, made if, on the Business Day prior to at any time during such Distribution Dateapplicable period, the representations and warranties set forth contained in Sections 2.3(i), 2.3(iiisubsection 2.3(d) and 2.4(a2.4(a)(i) or in Sections 5(aof this Agreement and Subsection 2.1(d) and 5(b2.2(a)(i) of such Assignment the Purchase Agreement shall then be true and correct in all material respects or there shall no longer be a material amount of Receivables which are not Eligible Receivables, as the case may berespects. The Transferor shall deposit in the Collection Account on the Business Day prior to such Distribution Reassignment Date (in immediately available funds) an amount equal to the reassignment deposit amount for such Receivables in the applicable Series Account, as provided in the related Indenture Supplement, for distribution to the Noteholders pursuant to the provisions of Article VIII of related Indenture Supplement or any Enhancement Provider pursuant to the Indentureapplicable Indenture Supplement. The reassignment deposit amount for such each Series with respect to which a notice directing reassignment has been given, unless otherwise stated in the related Indenture Supplement, shall be equal to (i) the Aggregate Collateral Amount of such Series and, if applicable, the Enhancement Invested Amount at the close end of business the day on the Record Date last day of the Due Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Noteholders on the related to the Distribution Date with respect to which such deposit is made (less the aggregate principal amount then on deposit in the Excess Funding Account and any principal funding account relating to any Series)Due Period in which the Reassignment Date occurs, plus (iii) an amount equal to all interest accrued but unpaid interest on the Notes and, if applicable, the Enhancement Invested Amount of all such Series at the applicable Note Interest Rates interest rate for the Notes specified in the related Indenture Supplement through such last day, less the end amount, if any, previously allocated for payment of interest to the respective interest accrual period(s) Noteholders of such Series and (ii) any other unpaid amounts required to be paid pursuant to this Section 2.4(e) or under any Indenture Supplement or Enhancement Agreement. The Transferor shall make such deposit out of funds received by it from on the Bank pursuant to Section 6.2 of the Receivables Purchase Agreement. Payment of the reassignment deposit amount and all other amounts related Distribution Date in the Collection Account Due Period in respect of which the preceding Collection Period shall be considered a prepayment in full of all such Receivables. On the Distribution Reassignment Date with respect to which such amount has been deposited in full into the Collection Account, the Receivables and all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (after payment of all amounts otherwise due on or before such date pursuant to the terms of any Indenture Supplement or Enhancement Agreement) shall be released to the Transferor and the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer in and to the Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereofoccurs. If the Indenture Trustee or the Noteholders give a notice directing the Transferor to accept reassignment as provided herein and above, the Transferor is obligated to accept such reassignment as provided herein, then such obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.4(f) shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 2.3(i), 2.3(iiisubsection 2.4(a)(i) or 2.4(a) or Section 5(a) or 5(b) of any Assignment or there being a material amount of Receivables which are not Eligible Receivables available to the Issuer, the Noteholders or the Indenture Trustee on behalf of the Noteholders.

Reassignment of Issuer Portfolio. In the event that on and after the Certificate Trust Termination Date, (i) If any representation or -------------------------------- warranty of the representations and warranties a Seller set forth in Section 2.3(i), 2.3(iii) or 2.4(a) or is not true and correct in Section 5(a) or 5(b) of -------------- any Assignment is breached or (ii) material respect and such breach has a material amount of Receivables are not Eligible Receivables and, in either case, such event has a materially adverse effect on the Noteholders Receivables or the availability of the proceeds thereof to the Issuer (which determination shall be made without regard to the amount of whether funds are then available pursuant to any Series Enhancement), then either the Owner Trustee, the Indenture Trustee or the Holders of Notes aggregating more holding not less than 50% of the Aggregate Invested Amountaggregate principal amount of all Outstanding Notes, by notice then given in writing to Seller and the Transferor Servicer (and to the Owner Trustee and Indenture Trustee and the Servicer, if given by the Noteholders), may direct the Transferor Seller to accept a reassignment of all the Receivables conveyed to the Issuer by Seller if such breach and any material adverse effect caused by such breach is not cured within 60 sixty (60) days of such notice, notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice (not to exceed an additional 90 daysnotice), and the Transferor upon those conditions Seller shall be obligated to accept such reassignment on a Distribution Date specified by the Transferor occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made, and the Transferor shall Receivables will not be obligated -------- ------- reassigned to accept such reassignment, Seller if, on the Business Day any day prior to such Distribution Date, the representations and warranties set forth in Sections 2.3(i), 2.3(iii) and 2.4(a) or in Sections 5(a) and 5(b) end of such Assignment 60-day or longer period (i) the relevant representation and warranty shall then be true and correct in all material respects or there as if made on such day and (ii) Seller shall no longer be have delivered to the Owner Trustee a material amount certificate of Receivables an authorized officer describing the nature of such breach and the manner in which are not Eligible Receivables, as the case may berelevant representation and warranty has become true and correct. The Transferor Seller shall deposit in the Collection Account on the Business Day prior to such Distribution Date (in immediately available funds) funds not later than 1:00 p.m., 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 reassignment deposit amount for such Receivables for distribution pursuant to the provisions of Article VIII sum of the Indenture. The deposit amount for such reassignment shall be equal to the Aggregate Invested Amount at the close of business on the Record Date related to the Distribution Date amounts specified therefor with respect to which such deposit is made (less the aggregate principal amount then on deposit each outstanding Series in the Excess Funding Account and any principal funding account relating related Indenture Supplement. Notwithstanding anything to any Series)the contrary in this Agreement, plus (i) an amount equal such amounts shall be distributed to all accrued but unpaid interest the Noteholders on such Distribution Date in accordance with the Notes terms of all Series at each Indenture Supplement. If the applicable Note Interest Rates through Owner Trustee, the end Indenture Trustee or the Noteholders give notice directing the Seller to accept a reassignment of the respective interest accrual period(s) Receivables as provided above, the obligation of Seller to accept such Series and (ii) any other unpaid amounts required to be paid reassignment pursuant to this Section 2.4(e) and to make the deposit -------------- required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.4(e) available to the Noteholders -------------- (or under the Owner Trustee or Indenture Trustee on behalf of the Noteholders) or, unless expressly stated in the related Series Enhancement, any Indenture Supplement or Enhancement AgreementSeries Enhancer. The Transferor shall make such deposit out of funds received by it from the Bank pursuant to Section 6.2 Upon reassignment of the Receivables Purchase Agreement. Payment of the reassignment deposit amount and all other amounts in the Collection Account in respect of the preceding Collection Period shall be considered a prepayment in full of all on such Receivables. On the Distribution Date with respect to which such amount has been deposited in full into the Collection AccountDate, the Receivables Issuer shall automatically and all monies due or without further action be deemed to become due sell, transfer, assign, set-over and all amounts received with respect thereto and all proceeds thereof (after payment of all amounts otherwise due on or before such date pursuant convey to the terms of any Indenture Supplement or Enhancement Agreement) shall be released to the Transferor and the Owner Trustee shall execute and deliver such instruments of transfer or assignmentSeller, in each case without recourse, representation or warranty, as shall be reasonably requested by all the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer in and to the ReceivablesReceivables and Recoveries allocable to the Issuer, and all monies and amounts due or to become due and all amounts received with respect thereto and all proceeds thereof. If The Issuer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Indenture Trustee or Seller to effect the Noteholders give a notice directing the Transferor conveyance of such property pursuant to accept reassignment as provided herein and the Transferor is obligated to accept such reassignment as provided herein, then such obligation of the Transferor shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 2.3(i), 2.3(iii) or 2.4(a) or Section 5(a) or 5(b) of any Assignment or there being a material amount of Receivables which are not Eligible Receivables available to the Issuer, the Noteholders or the Indenture Trustee on behalf of the Noteholdersthis Section.