Common use of Reassignment of Receivables in Trust Portfolio Clause in Contracts

Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of the Transferor set forth in Section 2.03 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 of all Series in the Receivables, 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 Transferor, the Servicer (and the Trustee if given by the Investor Certificateholders), may direct the Transferor to accept a reassignment of the Receivables if such breach and any material adverse effect caused by such breach is not cured within sixty (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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholders. The Transferor shall deposit in the Collection Account in immediately available funds not later than 12:00 noon, Richmond, Virginia 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable 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 Receivables, the Funds Collateral securing such 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 to effect the conveyance of such Receivables pursuant to this Section 2.06. The obligation of the Transferor to accept reassignment of any Receivables and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of the Transferor set forth in Section 2.03 SECTION 2.3(a), (b) or Section 2.04(a)(i(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 Certificateholders’ Investor Interest of all Series in the ReceivablesReceivables transferred to the Trust by Transferor, 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 CertificatesMajority Holders, by notice then given to the Transferor, the Transferor and Servicer (and the to Trustee if given by the Investor CertificateholdersHolders), may direct the 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 sixty (60) 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, PROVIDED that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The 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, 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 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 2.06 and the reassignment or SECTION 2.5, Trustee, on behalf of the applicable ReceivablesTrust, the Trustee shall automatically and without further action sell, be deemed to transfer, assign, 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 Receivables, the Funds Collateral securing such 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders Holders (or the Trustee on behalf of the Certificateholders) or any Series EnhancerHolders).

Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of the a Transferor set forth in Section 2.03 2.03(a) 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 of all Series in the ReceivablesReceivables transferred to the Trustee by such Transferor, 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 Transferor, such Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the such Transferor to accept a reassignment of the Receivables transferred to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 such Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the such 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) the such Transferor shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The relevant 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, 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables, the Trustee shall automatically and without further action sell, transfer, assign, 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 Receivables, the Funds Collateral securing such 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the a Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the CertificateholdersTrustee) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of the Transferor set forth in Section 2.03 subsection 2.3(a), (b) or Section 2.04(a)(i(c) or subsection 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 Certificateholders’ Interest of all Series in the ReceivablesReceivables transferred to the Trust by the Transferor, 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 Transferor, Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor to accept a reassignment of the Receivables transferred to the Trust by the Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The 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, 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 2.06 2.6 and the reassignment of the applicable 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 or its designee, without recourse, representation or warrantywarranty (except for the warranty that since the date of transfer by the Transferor, the 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 Receivables, the Funds Collateral securing such 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 to effect the conveyance of such Receivables pursuant to this Section 2.062.6. The obligation of the Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer).

Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of the Transferor a Seller set forth in Section 2.03 subsection 2.03(a) or Section (c) or subsection 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 of all Series in the ReceivablesReceivables transferred to the Trust by such Seller, then either the Trustee or the Holders of Investor Certificates evidencing not less more than 50% of the aggregate unpaid principal amount of all outstanding Aggregate Investor CertificatesAmount, by notice then given to the Transferor, such Seller and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor such Seller to accept a reassignment of the Receivables transferred to the Trust by such Seller if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 Transferor such 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 Transferor such Seller if, on any day prior to the end of such 60-day or longer period (i) the relevant representation and 34 warranty shall be true and correct in all material respects as if made on such day and (ii) the Transferor such Seller shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The Transferor relevant Seller 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, 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables, the Trustee 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 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 Receivables, the Funds Collateral securing such 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor a Seller to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of the Transferor set forth contained in Section 2.03 or Section 2.04(a)(i2.3(a), (vb) or (vic) or Section 2.4(a)(i), (vii) or (viii) of this Agreement is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders’ Interest Receivables transferred to Issuer by Transferor or the availability of all Series in the Receivablesproceeds thereof to Issuer, then either the any of Issuer, Indenture Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor CertificatesMajority Holders, by notice then given to the Transferor, the Transferor and Servicer (and the to Indenture Trustee if given by the Investor CertificateholdersNoteholders), may direct the Transferor to accept a reassignment of the Receivables transferred to Issuer by Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, provided that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The 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, 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 Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed on such Distribution Date in accordance with Article IV the Indenture and each Indenture Supplement. The payment of such deposit amount in immediately available funds shall otherwise be considered payment in full of all of the terms of each SupplementReceivables. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables2.4(e), the Trustee Issuer shall automatically and without further action sell, be deemed to 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 Issuer in and to such Receivables, the Funds Collateral securing such 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 thereofthereof and Interchange (if any) allocable to the related Accounts. The Trustee Issuer 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, deposits required to be made to the Collection Account as provided in this Section 2.06 Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Issuer, Owner Trustee, the Certificateholders Holders (or the Indenture Trustee on behalf of the Certificateholders) or any Series EnhancerNoteholders).

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of the Transferor Seller set forth in Section 2.03 2.03(a)(i), (ii) or (iii), 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 of all Series in the ReceivablesReceivables 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 Transferor, Seller and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor 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 sixty (60) 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 Transferor 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 Transferor Seller 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) the Transferor Seller shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The Transferor Seller 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, 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable 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 Receivables, the Funds Collateral securing such 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 to effect the conveyance of such Receivables pursuant to this Section 2.06. The obligation of the Transferor to accept reassignment of any Receivables and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.,

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of the Transferor set forth in Section 2.03 subsection 2.3(a), (b) or Section 2.04(a)(i(c) or subsection 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 Certificateholders’ ' Interest of all Series in the ReceivablesReceivables transferred to the Trust by the Transferor, 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 Transferor, Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor to accept a reassignment of the Receivables transferred to the Trust by the Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The 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, 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 2.06 2.6 and the reassignment of the applicable 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 or its designee, without recourse, representation or warrantywarranty (except for the warranty that since the date of transfer by the Transferor, the 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 Receivables, the Funds Collateral securing such 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 to effect the conveyance of such Receivables pursuant to this Section 2.062.6. The obligation of the Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer).

Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of the Transferor Depositor set forth in [Section 2.03 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 of all Series in the ReceivablesReceivables (which determination shall be made without regard to the availability of funds under any Series Enhancement), then either the Trustee or the Holders of Investor Certificates evidencing not less more than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by written notice then given to the Transferor, Depositor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor Depositor to accept a reassignment of the Receivables if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 60 days of such notice (or within for such longer period, not in excess of 150 days, as may be specified in reasonably necessary to remedy such noticebreach; provided that such breach is capable of remedy within 150 days or less and the Depositor delivers an Officer's Certificate to the Trustee to the effect that the Depositor has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such breach), and upon those conditions the Transferor Depositor shall be obligated to accept such reassignment on the terms set forth below; providedPROVIDED, howeverHOWEVER, that such Receivables will not be reassigned to the Transferor Depositor 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) the Transferor Depositor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor Depositor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholders. The Transferor Depositor shall deposit in the Collection Account in immediately available funds not later than 12:00 noon, Richmond, Virginia New York City time, on the Transfer Date immediately preceding 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables, the Trustee 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 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 Receivables, the Funds Collateral securing such 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 Depositor to effect affect the conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor Depositor to accept reassignment of any Receivables and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the ---------------------------------------------- event any representation or warranty of the Transferor a Seller set forth in Section 2.03 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 of all Series in the Receivables, 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 Transferorsuch Seller, the Servicer (and the Trustee if given by the Investor Certificateholders), may direct the Transferor such Seller to accept a reassignment of the Receivables if such breach and any material adverse effect caused by such breach is not cured within sixty (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 Transferor such 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 Transferor such Seller 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) the Transferor such Seller shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor such Seller describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholders. The Transferor applicable Seller shall deposit in the Collection Account in immediately available funds not later than 12:00 noon, Richmond, Virginia 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables, the Trustee 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 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 Receivables, the Funds Collateral securing such 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 such Seller to effect the conveyance of such Receivables pursuant to this Section 2.06. The obligation of the Transferor each Seller to accept reassignment of any Receivables and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of the a Transferor set forth in Section 2.03 subsection 2.03(a) or Section (c) or subsection 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 of all Series in the ReceivablesReceivables transferred to the Trust by such Transferor, then either the Trustee or the Holders of Investor Certificates evidencing not less more than 50% of the aggregate unpaid principal amount of all outstanding Investor CertificatesAggregate Invested Amount, by notice then given to the Transferor, such Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the such Transferor to accept a reassignment of the Receivables transferred to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 such Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the such 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) the such Transferor shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The Transferor will notify the Rating Agencies of any such breach that is not cured within the time periods specified above. The relevant 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, 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable 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 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 Receivables, the Funds Collateral securing such 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the each Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of the Transferor set forth in Section 2.03 2.3(a), (b) or (c) or Section 2.04(a)(i2.4(a)(i), (v) or (vi) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders’ Investor Interest of all Series in the ReceivablesReceivables transferred to the Trust by Transferor, 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 CertificatesMajority Holders, by notice then given to the Transferor, the Transferor and Servicer (and the to Trustee if given by the Investor CertificateholdersHolders), may direct the 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 sixty (60) 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, provided that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The 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, 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 2.06 and the reassignment or Section 2.5, Trustee, on behalf of the applicable ReceivablesTrust, the Trustee shall automatically and without further action sell, be deemed to transfer, assign, 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 Receivables, the Funds Collateral securing such 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders Holders (or the Trustee on behalf of the Certificateholders) or any Series EnhancerHolders).

Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of the a Transferor set forth in Section 2.03 subsection 2.03(a) or Section (c) or subsection 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 of all Series in the ReceivablesReceivables transferred to the Trust by such Transferor, then either the Trustee or the Holders of Investor Certificates evidencing not less more than 50% of the aggregate unpaid principal amount of all outstanding Aggregate Investor CertificatesAmount, by notice then given to the Transferor, such Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the such Transferor to accept a reassignment of the Receivables transferred to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 such Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the such 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) the such Transferor shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The Transferor will notify the Rating Agencies of any such breach that is not cured within the time periods specified above. The relevant 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, 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable 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 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 Receivables, the Funds Collateral securing such 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the each Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of the Transferor set forth contained in Section 2.03 or Section 2.04(a)(i2.3(a), (vb) or (vic) or Section 2.4(a)(i), (vii) or (viii) of this Agreement is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders’ Interest Receivables transferred to Issuer by Transferor or the availability of all Series in the Receivablesproceeds thereof to Issuer, then either the any of Issuer, Indenture Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor CertificatesMajority Holders, by notice then given to the Transferor, the Transferor and Servicer (and the to Indenture Trustee if given by the Investor CertificateholdersMajority Holders), may direct the Transferor to accept a reassignment of the Receivables transferred to Issuer by Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, provided that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The 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, 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 Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed on such Distribution Date in accordance with Article IV the Indenture and each Indenture Supplement. The payment of such deposit amount in immediately available funds shall otherwise be considered payment in full of all of the terms of each SupplementReceivables. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables2.4(e), the Trustee Issuer shall automatically and without further action sell, be deemed to 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 Issuer in and to such Receivables, the Funds Collateral securing such 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 thereofthereof and Interchange (if any) applicable to the related Accounts. The Trustee Issuer 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, deposits required to be made to the Collection Account as provided in this Section 2.06 Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Issuer, Owner Trustee, the Certificateholders Holders (or the Indenture Trustee on behalf of the Certificateholders) or any Series EnhancerNoteholders).

Reassignment of Receivables in Trust Portfolio. In the ---------------------------------------------- event any representation or warranty of the Transferor Depositor set forth in [Section 2.03 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 of all Series in the ReceivablesReceivables (which determination shall be made without regard to the availability of funds under any Series Enhancement), then either the Trustee or the Holders of Investor Certificates evidencing not less more than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates, by written notice then given to the Transferor, Depositor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor Depositor to accept a reassignment of the Receivables if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 60 days of such notice (or within for such longer period, not in excess of 150 days, as may be specified in reasonably necessary to remedy such noticebreach; provided that such breach is capable of remedy within 150 days or less and the Depositor delivers an Officer's Certificate to the Trustee to the effect that the Depositor has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such breach), and upon those conditions the Transferor Depositor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that -------- ------- such Receivables will not be reassigned to the Transferor Depositor 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) the Transferor Depositor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor Depositor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholders. The Transferor Depositor shall deposit in the Collection Account in immediately available funds not later than 12:00 noon, Richmond, Virginia New York City time, on the Transfer Date immediately preceding 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables, the Trustee 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 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 Receivables, the Funds Collateral securing such 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 Depositor to effect affect the conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor Depositor to accept reassignment of any Receivables and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of Transferor contained in SECTION 2.3(a), (b) or (c) or SECTION 2.4(a)(i), (vii) or (viii) of this Agreement, or any representation or warranty of Transferor (as defined in the Transferor set forth Pooling and Servicing Agreement) contained in Section 2.03 or Section 2.04(a)(i2.4(a)(i), (v) or (vi) of the Pooling and Servicing Agreement and deemed made under this Agreement pursuant to SECTION 2.4(b) of this Agreement, is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders’ Interest Receivables transferred to Issuer by Transferor or the availability of all Series in the Receivablesproceeds thereof to Issuer, then either the any of Owner Trustee, Indenture Trustee or the Holders of Investor Certificates evidencing not less than 50% of the aggregate unpaid principal amount of all outstanding Investor CertificatesMajority Holders, by notice then given to the Transferor, the Transferor and Servicer (and the to Indenture Trustee if given by the Investor CertificateholdersNoteholders), may direct the Transferor to accept a reassignment of the Receivables transferred to Issuer by Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, PROVIDED that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The 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, 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 Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed on such Distribution Date in accordance with Article IV the Indenture and each Indenture Supplement. The payment of such deposit amount in immediately available funds shall otherwise be considered payment in full of all of the terms of each SupplementReceivables. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable ReceivablesSECTION 2.4(f), the Trustee Issuer shall automatically and without further action sell, be deemed to 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 Issuer in and to such Receivables, the Funds Collateral securing such 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 Issuer 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Issuer, Owner Trustee, the Certificateholders Holders (or the Indenture Trustee on behalf of the Certificateholders) or any Series EnhancerNoteholders).

Reassignment of Receivables in Trust Portfolio. In the event (a) If ---------------------------------------------- any representation or warranty of the Transferor Seller set forth in Section 2.03 or Section 2.04(a)(i), (v2.04(a)(vii),(viii) or (viix) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in the with respect to any Receivables, 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 Transferor, Seller and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor Seller to accept a reassignment of such Receivables (the Receivables "Reassigned Receivables") transferred to the Trust by the Seller if such breach and any material adverse effect caused by such breach of representation or warranty is not cured within sixty (60) 30 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 Transferor 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 Transferor Seller if, on any day prior to the end of such 60-30 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) the Transferor Seller shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct correct. (b) The Servicer shall deduct the portion of the Reassigned Receivables from the aggregate amount of Receivables used to calculate the Seller Amount, the Seller's Interest and the breach Floating Allocation Percentage applicable to any Series. If, following the exclusion of such representation and warranty shall no longer materially adversely affect Receivables from the interests calculation of the Investor Certificateholders. The Transferor Seller Amount, the Floating Allocation Percentage for all Series would be greater than 100%, not later than two Business Days after the date on which such reassignment obligation arises, the Seller shall deposit in into the Collection Account in immediately available funds not later than 12:00 noon, Richmond, Virginia time, two Business Days after the date 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 amount necessary to reduce the amounts specified therefor Floating Allocation Percentage applicable to all Series to be a percentage no greater than 100% 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 be considered payment in full of all of such Receivables being reassigned. (c) Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables, the Trustee 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 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 Receivables, the Funds Collateral securing such ReceivablesRelated Security and Recoveries with respect thereto, 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 be reasonably be requested by the Transferor Seller to effect the conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor Seller to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer).

Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of the a Transferor set forth in Section 2.03 subsection 2.03(a) or Section (c) or subsection 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 of all Series in the ReceivablesReceivables transferred to the Trust by such Transferor, then either the Trustee or the Holders of Investor Certificates evidencing not less more than 50% of the aggregate unpaid principal amount of all outstanding Aggregate Investor CertificatesAmount, by notice then given to the Transferor, such Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the such Transferor to accept a reassignment of the Receivables transferred to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 such Transferor shall be obligated to accept such reassignment on the terms set forth below; providedPROVIDED, howeverHOWEVER, that such Receivables will not be reassigned to the such 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) the such Transferor shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The relevant 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, 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables, the Trustee 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 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 Receivables, the Funds Collateral securing such 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the each Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of the a Transferor set forth in Section 2.03 subsection 2.03(a) or Section (c) or subsection 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 of all Series in the ReceivablesReceivables transferred to the Trustee by such Transferor, then either the Trustee or the Holders of Investor Certificates evidencing not less more than 50% of the aggregate unpaid principal amount of all outstanding Aggregate Investor CertificatesAmount, by notice then given to the Transferor, such Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the such Transferor to accept a reassignment of the Receivables transferred to the Trustee by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 such Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the such 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) the such Transferor shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The relevant 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, 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. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section 2.06 and the reassignment of the applicable Receivables, the Trustee shall automatically and without further action sell, transfer, assign, 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 Receivables, the Funds Collateral securing such 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 conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the a Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer.

Reassignment of Receivables in Trust Portfolio. In the event If any representation or warranty of the Transferor set forth in Section 2.03 2.3(a), (b) or (c) or Section 2.04(a)(i2.4(a)(i), (v) or (vi) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders’ ' Interest of all Series in the ReceivablesReceivables transferred to the Trust by the Transferor, 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 Transferor, Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct the Transferor to accept a reassignment of the Receivables transferred to the Trust by the Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (60) 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 Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to the 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) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct and the breach of such representation and warranty shall no longer materially adversely affect the interests of the Investor Certificateholderscorrect. The Transferor shall deposit in the Collection Account in immediately available funds not later than 12:00 noon11:00 a.m., Richmond, Virginia 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 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 2.06 and the reassignment of the applicable 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 or its designee, without recourse, representation or warrantywarranty (except for the warranty that since the date of transfer by the Transferor, the Trustee has not sold, transferred or encumbered any such Receivables or interest therein other than as contemplated by this sentence), all the right, title and interest of the Trustee and the Trust in and to such Receivables, the Funds Collateral securing such 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 and furnished by the Transferor to effect the conveyance of such Receivables pursuant to this Section 2.06Section. The obligation of the Transferor to accept reassignment of any Receivables Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this Section 2.06 Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer).