Common use of Reassignment of Trust Portfolio Clause in Contracts

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a) or (c) or subsection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Owner Trustee, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Owner Trustee and the Servicer, Indenture Trustee if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables (as specified below) and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer first Distribution Date (following the Due Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occursOwner Trustee, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at Indenture Trustee or the Noteholders give notice directing the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest Transferor to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the accept a reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by and Participation Interests as provided above, the Investor Certificates. On obligation of such Transferor to accept such reassignment pursuant to this Section 2.06 and to make the Distribution Date following deposit required to be made to the Transfer Date on which such amount has been deposited Collection Account as provided in full into this paragraph shall constitute the Distribution Account sole remedy respecting an event of the type specified in the first sentence of this Section 2.06 available to the Noteholders (or the applicable Indenture Trustee on behalf of the Noteholders) or any Series Account, Enhancer. Upon reassignment of the Receivables and Participation Interests on such Distribution Date, the Trust shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the applicable Transferor, without recourse, representation or warranty, all of the right, title and interest of the Owner Trustee and the Trust in and to the Receivables and Participation Interests, all Interchange and Recoveries allocable to the Trust, all monies and amounts due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the thereof. The Owner Trustee shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a) or subsection 2.06(c)(iv), either the Trustee (to the extent a Responsible Officer of the Trustee has actual knowledge of a breach) or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to to, the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) and subsection 2.06(c)(iv) shall then be true and correct in all material respects. The Transferor shall give written notice to each Rating Agency of any reassignment pursuant to this subsection 2.04(e) and, using funds received from RPA Seller under Section 6.02 of the Receivables Purchase Agreement, shall deposit on the Transfer Date (in New York Clearing House, next day funds) immediately available funds preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (iii) all amounts owing to any Credit Enhancement Provider for such Series (the “Portfolio Reassignment Price”). Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) allocated to the proceeds thereof Receivables pursuant to any Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables) and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) allocated to the proceeds thereofReceivables pursuant to any Supplement. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) or subsection 2.06(c)(iv) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.03(a), either (b) or (c) or subsection 2.04(a)(i), (vi) or (vii) which has a material adverse effect on the Receivables or the availability of the proceeds of the Receivables to Issuer, then Indenture Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestMajority Holders, by notice then given in writing to the Transferor (and to the Indenture Trustee and the Servicer, if given by the Investor CertificateholdersMajority Holders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Transfer Date specified by the Transferor (as to such Distribution Transfer Date, the “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 if, at any time during such applicable period, the representations each such representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respects. The Transferor shall deposit in next-day funds on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Collection Account or the applicable Series Account, as provided in the related Indenture Supplement, for distribution to the Investor Certificateholders Noteholders pursuant to Article XIIthis Indenture and the applicable Indenture Supplement. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Indenture Supplement, shall be equal to (i) the Investor Interest aggregate outstanding Note Principal Balance of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal, or paid as principal to such Certificateholders Noteholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates Notes of such Series at the applicable Certificate Note Interest Rate through such last day, less the amount, if any, previously allocated for payment of interest or paid as interest to the Certificateholders Noteholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs (the “Portfolio Reassignment Price”). Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Collection Account or the applicable Series Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesReceivables. On the Distribution Date following the Transfer Reassignment Date on which such amount has been deposited in full into the Distribution Collection Account or the applicable Series Account, the Receivables and all monies moneys due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereof pursuant to any Indenture Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Issuer and Indenture Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer and Indenture Trustee in and to the Receivables, all monies moneys due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereofpursuant to any Indenture Supplement. If the Indenture Trustee or the Investor Certificateholders Majority Holders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.03(a), (b) or (c) or subsections 2.04(a)(i), (vi) or (vii) available to the Investor Certificateholders Noteholders, Issuer or the Trustee on behalf of the Investor CertificateholdersIndenture Trustee.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount, by notice then given in writing to the Transferor and the Servicer (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereof pursuant to any Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto allocated to the Receivables pursuant to any Supplement (and Recoveries relating to any costs or expenses incurred by the Trustee in connection with such Receivables and reassignment shall be reimbursed by the proceeds thereofServicer). If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of ------------------------------- the representations and warranties set forth in subsection 2.04(a2.4(a), either the Trustee ----------------- Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor Seller to accept reassignment of 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 noticenotice but in no event later than 120 days), and the Transferor Seller shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor Seller (such Distribution Date, the “"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 if, at any time ------- during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor ----------------- Seller shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding for the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Collection Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount ----------- with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Datedate on which the reassignment is scheduled to be made, less the amount, if any, previously allocated (and on deposit in the applicable Series Account) for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date date of reassignment occurs, plus (ii) an ---- amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate for the related Interest Accrual Period through the last day of such last dayInterest Accrual Period, less the amount, if any, any previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursdate of reassignment occurs plus (iii) an amount sufficient to pay all ---- unreimbursed amounts owing to each Enhancement Provider (to the extent set forth in the applicable Supplement). The reassignment deposit amount with respect to each Series shall be deposited in the Collection Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of such Series pursuant to Section 12.3. Payment of the ------------ reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Collection Account or the applicable Series Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Collection Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables Receivables, Recoveries and all Interchange, Insurance Proceeds Interchange allocated to the Trust pursuant to subsections 2.5(k) and Recoveries relating to such Receivables and the proceeds thereof (l) shall be released to the Transferor after payment of all amounts otherwise due hereunder on Seller, or prior to such dates its designee or ------------------ --- assignee, and the Trustee shall execute and deliver such instruments of transfer or assignment, on behalf of the Trust, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Seller to vest in the TransferorSeller, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables Receivables, Recoveries and all Interchange, Insurance Proceeds Interchange allocated to the Trust pursuant to subsections 2.5(k) and Recoveries relating to such Receivables and the proceeds thereof(l). If the Trustee ------------------ --- or the Investor Certificateholders give notice directing the Transferor Seller to accept reassignment as provided above, the obligation of the Transferor Seller to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach ----------------- of the representations and warranties contained in subsection 2.04(a2.4(a) available ----------------- to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of (1) a breach of any of the representations and or warranties set forth in subsection 2.03(i) or 2.04(a)) or (2) a material amount of Receivables are not Eligible Receivables, and in either case such event has a material adverse effect on Investor Certificateholders, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount, by notice then given in writing to the Transferor Transferors (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor Transferors to accept reassignment of an amount of Principal all Receivables (as specified below) within 60 days of such notice (notice, or within such longer period as may be specified in such notice), notice (not to exceed an additional 60 days) and the Transferor Transferors shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) Transferors 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 if, at any time during on the Business Day prior to such applicable period, Distribution Date the representations and warranties contained in subsection 2.03(i) and 2.04(a) 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 Transferors shall deposit on the Transfer Business Day prior to the Distribution Date (in New York Clearing House, next day immediately available funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Collection Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XIISection 12.03. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, reassignment shall be equal to (i) the Investor Interest of such Series at the end of the day Aggregate Invested Amount on the last day of Record Date related to the Monthly Period preceding the Reassignment Date, applicable Distribution Date on which such deposit is made (less the amount, if any, previously allocated for payment of aggregate principal to such Certificateholders amount on the related Distribution Date deposit in the Monthly Period in which the Reassignment Date occurs, any principal funding account) plus (ii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate certificate rates through such last day, less the amount, if any, previously allocated for payment end of the interest to the Certificateholders accrual periods of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursSeries. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Collection Account in respect of the preceding Monthly Period, Due Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificatesall such Receivables. On the Distribution Date following the Transfer Date on with respect to which such amount has been deposited in full into the Distribution Account or the applicable Series Collection Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof thereto shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates Transferors and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Transferors to vest in the Transferor, Transferors or its designee their designees or assigneeassignees, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds thereof and as shall be specified in an Opinion of Counsel delivered to the Receivables Trustee to the effect that such documents and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofinstruments comply herewith. If the Trustee or the Investor Certificateholders give a notice directing the Transferor Transferors to accept reassignment as provided aboveherein, the obligation of the Transferor Transferors to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.03(i) or 2.04(a) or there being a material amount of Receivables which are not Eligible Receivables available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor Seller to accept reassignment of 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), and the Transferor Seller shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor Seller (such Distribution Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor Seller shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) allocated to the proceeds thereof Receivables pursuant to any Supplement shall be released to the Transferor Seller after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Seller to vest in the TransferorSeller, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) allocated to the proceeds thereofReceivables pursuant to any Supplement. If the Trustee or the Investor Certificateholders give notice directing the Transferor Seller to accept reassignment as provided above, the obligation of the Transferor Seller to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a)2.4(a) which has a material adverse effect on the Holders of the Investor Certificates, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest and Enhancement Invested Amount, if any, of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last daythe Reassignment Date, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On Certificates on the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Recoveries (if any) allocable to the proceeds thereof Series shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Recoveries (if any) allocable to the proceeds thereofSeries. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a2.4(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of If any of the representations and warranties set forth in subsection 2.04(a)2.4(a) is not true and correct in any material respect when made and such breach has a material adverse effect upon the interest of the Holders in the Receivables, then either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersHolders), may direct the Transferor to accept reassignment of an amount of all Principal Receivables (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"Reassignment Date”") occurring within such applicable period on the terms and conditions set forth below; provided, however, provided that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders Holders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders Holders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate interest rate through such last day, less the amount, amount if any, previously allocated for payment of interest to the Certificateholders Holders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds Recoveries and Recoveries relating to such Receivables and the proceeds thereofReceivables. If the Trustee or the Investor Certificateholders Holders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in clause (ii) or (viii) of subsection 2.04(a2.4(a) available to the Investor Certificateholders Holders or the Trustee on behalf of the Investor CertificateholdersHolders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) with respect to any Series, either the Trustee or the Holders of Investor Certificates Securities evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interestaggregate Invested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersSecurityholders of such Series), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders Securityholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day Business Day preceding the Reassignment Date (provided, however, that with respect to any Series issued pursuant to a Variable Funding Supplement such amount shall be the Invested Amount of the Monthly Period preceding such Series as of the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders Securityholders on the related Distribution Date Reassignment Date, in the Monthly Period in which the Reassignment Date occurs), plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates Securities of such Series at the applicable Certificate Security Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders Securityholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesSecurities of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables represented by such Investor Securities and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofReceivables. If the Trustee or the Investor Certificateholders Securityholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders Securityholders of such Series or the Trustee on behalf of the Investor CertificateholdersSecurityholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event of a breach of any representation and ------------------------------- warranty under subsections 2.3(a), (b) or (c) or 2.4(a)(i) or (ii) is not true and correct as of the representations and warranties set forth in subsection 2.04(a), date specified therein with respect to any Receivable or Account either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersCertificateholders of such Series), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice ------- of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, Date less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) ---- an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such the last dayday of the related Interest Accrual Period, less the amount, if any, previously allocated for transferred to the Distribution Account from the Interest Funding Account in respect of payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesCertificates of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.the

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties representation or warranty set forth in subsection 2.04(aSection 4.01(a), either the Trustee (c), (d), (f) or the Holders (g) or Section 4.02(a)(i) or (a)(v) is not true and correct in any material respect and as a result of Investor Certificates evidencing Undivided Interests aggregating more than 50% such breach HRAC is required to accept a reassignment of the Aggregate Investor Interest, Receivables previously sold by notice then given in writing the Bank to HRAC pursuant to Section 6.02 of the Transferor (and to the Trustee Receivables Purchase Agreement between HRAC and the ServicerCompany, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor Bank shall be obligated to accept a reassignment of HRAC's interest in such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided. The Bank shall pay to HRAC by depositing in the Collection Account in immediately available funds, howevernot later than 1:00 P.M. New York City time, that no on the first Transfer Date following the Due Period in which such reassignment shall be required to be made ifobligation arises, at any time during in payment for such applicable periodreassignment, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the amount specified in Section 2.06 of the Transfer and Servicing Agreement. Upon such reassignment deposit amount for such Receivables in the Distribution Account or Series Accountof Receivables, as provided in the related SupplementHRAC shall automatically and without further action be deemed to sell, for distribution transfer, assign, set-over and otherwise convey to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentBank, unless otherwise stated without recourse, representation or warranty, all the right, title and interest of HRAC in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal and to such Certificateholders on the Receivables, all Recoveries related Distribution Date in the Monthly Period in which the Reassignment Date occursthereto, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies and amounts due or to become due with respect to such Receivables thereto and all proceeds thereof; and such reassigned Receivables shall be treated by HRAC as collected in full as of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder date on or prior to such dates and the Trustee which they were transferred. HRAC shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the Transferor Bank to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount other property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event of a breach of any ------------------------------- of the representations and warranties set forth in subsection 2.04(a2.4(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last daythe Reassignment Date, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On Certificates on the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) and Recoveries (if any) allocable to the proceeds thereof Series shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) and Recoveries (if any) allocable to the proceeds thereofSeries. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a2.4(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a2.4(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last daythe Reassignment Date, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On Certificates on the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) and Recoveries (if any) allocable to the proceeds thereof Series shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) and Recoveries (if any) allocable to the proceeds thereofSeries. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a2.4(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsections 2.03(a), (b) or (c) or subsection 2.04(a)) which has a material adverse effect on the Receivables or the availability of the proceeds of the Receivables to the Trust, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate aggregate unpaid Initial Investor InterestInterests of all Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Transfer Date specified by the Transferor (as to such Distribution Transfer Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsections 2.03(a), (b) or (c) or subsection 2.04(a) ), as applicable, shall then be true and correct in all material respects. The Transferor shall deposit in next-day funds on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the unpaid Initial Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal, or paid as principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest or paid as interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs (the "Portfolio Reassignment Price"). Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Reassignment Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies moneys due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereof pursuant to any Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies moneys due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereofpursuant to any Supplement. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsections 2.03(a), (b) or (c) and subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount, by notice then given in writing to the Transferor and the Servicer (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereof pursuant to any Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto allocated to the Receivables pursuant to any Supplement (and Recoveries relating to any costs or expenses incurred by the Trustee in connection with such Receivables and reassignment shall be reimbursed by the proceeds thereofServicer). If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of If any of the representations and warranties set forth in subsection 2.04(a)2.4(a) is not true and correct in any material respect when made and such breach has a material adverse effect upon the interest of the Holders in the Receivables, then either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersHolders), may direct the Transferor to accept reassignment of an amount of all Principal Receivables (as specified below) and Discount Option Receivables within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables and Discount Option Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"Reassignment Date”") occurring within such applicable period on the terms and conditions set forth below; provided, however, provided that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Accountor, as if provided in the related SupplementSupplement for any Series, a Series Account for such Series, for distribution to the Investor Certificateholders Holders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders Holders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate interest rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders Holders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the any collateral securing any such Receivables and all Interchange, Recoveries and Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) allocated to the Receivables pursuant to any Supplement and proceeds thereof of all of the foregoing shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the any collateral securing any such Receivables and all Interchange, Recoveries and Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) allocated to the Receivables pursuant to any Supplement, and proceeds thereofof all of the foregoing. If the Trustee or the Investor Certificateholders Holders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a2.4(a) available to the Investor Certificateholders Holders or the Trustee on behalf of the Investor CertificateholdersHolders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and or warranties set forth in subsection 2.04(aSections 2.3(i), 2.3(iii), 2.4(a) or a material amount of Receivables are not Eligible Receivables, and such event has a materially adverse effect on Investor Certificateholders (without regard to the amount of any Enhancement), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestAmount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal all Receivables (as specified below) within 60 90 days of such notice (notice, or within such longer period as may be specified in such notice), notice by the Trustee upon request of the Servicer (not to exceed an additional 90 days) and the Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 made, and the Transferor shall not be obligated to accept such reassignment, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(aSection 2.3(i), 2.3(iii) and 2.4(a) 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 Transfer Business Day immediately prior to such Distribution Date (in New York Clearing House, next day immediately available funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution pursuant to the Investor Certificateholders pursuant to Article XIIprovisions of Section 12.3. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, reassignment shall be equal to (i) the Aggregate Investor Interest of such Series Amount at the end of the day on the last day of the Monthly Period Business Day preceding the Reassignment Date, Distribution Date with respect to which such deposit is made (less the aggregate principal amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date held in the Monthly Period in which the Reassignment Date occursExcess Funding Account and any Principal Account relating to any Series on such Distribution Date), plus (iii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate Rates through such last day, less the amount, if any, previously allocated for payment end of the respective interest to the Certificateholders accrual period(s) of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursand (ii) any other unpaid amounts with respect to such Certificates. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Collection Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificatesall such Receivables. On the Distribution Date following the Transfer Date on with respect to which such amount has been deposited in full into the Distribution Account or the applicable Series Collection Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof thereto shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall reasonably be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, Transferor or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give a notice directing the Transferor to accept reassignment as provided aboveherein and the Transferor is obligated to accept such reassignment as provided herein, the then such obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(aSection 2.3(i), 2.3(iii) or 2.4(a) or there being a material amount of Receivables which are not Eligible Receivables available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In From and after the Certificate Trust Termination Date, in the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.03(a), either (b) or (c) or subsection 2.04(a)(i), (vi) or (vii) which has a material adverse effect on the Receivables or the availability of the proceeds of the Receivables to Issuer, then Indenture Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestMajority Holders, by notice then given in writing to the Transferor (and to the Indenture Trustee and the Servicer, if given by the Investor CertificateholdersMajority Holders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Transfer Date specified by the Transferor (as to such Distribution Transfer Date, the “"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 if, at any time during such applicable period, the representations each such representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respects. The Transferor shall deposit in next-day funds on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Collection Account or the applicable Series Account, as provided in the related Indenture Supplement, for distribution to the Investor Certificateholders Noteholders pursuant to Article XIIthis Indenture and the applicable Indenture Supplement. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Indenture Supplement, shall be equal to (i) the Investor Interest aggregate outstanding Note Principal Balance of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal, or paid as principal to such Certificateholders Noteholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates Notes of such Series at the applicable Certificate Note Interest Rate through such last day, less the amount, if any, previously allocated for payment of interest or paid as interest to the Certificateholders Noteholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs (the "Portfolio Reassignment Price"). Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Collection Account or the applicable Series Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesReceivables. On the Distribution Date following the Transfer Reassignment Date on which such amount has been deposited in full into the Distribution Collection Account or the applicable Series Account, the Receivables and all monies moneys due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereof pursuant to any Indenture Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Issuer and Indenture Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer and Indenture Trustee in and to the Receivables, all monies moneys due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereofpursuant to any Indenture Supplement. If the Indenture Trustee or the Investor Certificateholders Majority Holders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.03(a), (b) or (c) or subsections 2.04(a)(i), (vi) or (vii) available to the Investor Certificateholders Noteholders, Issuer or the Trustee on behalf of the Investor CertificateholdersIndenture Trustee.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a)Section 4.1, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, BFC may by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may BNB direct the Transferor BNB and/or Tax Masters to accept reassignment of an amount of Principal Receivables (as specified below) the Participation Interests within 60 30 days of such notice (or within such longer period as may be specified in such noticenotice but in no event later than 120 days), and the Transferor BNB and/or Tax Masters shall be obligated to accept reassignment of such Principal Receivables the Participation Interests on a Distribution Date date specified by BNB (the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) Section 4.1 shall then be true and correct in all material respects. The Transferor In connection with such reassignment, BNB and/or Tax Masters shall deposit remit to BFC on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for aggregate of the respective Applicable Percentages of the Repurchase Values of each Participated Pool RAL (the "Reassignment Amount"). Such remittance shall be made to BFC at such Receivables domestic account designated by BFC by notice to BNB, in the Distribution Account United States dollars and in funds immediately available at such office at such time, without setoff, withholding, counterclaim or Series Account, other deduction of any nature whatsoever. Except as provided in Section 5.1, the related Supplement, for distribution obligation of BNB and/or Tax Masters to purchase the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount Participation Interests in accordance with respect to each Series for such reassignment, unless otherwise stated in this Section 4.3 shall constitute the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end sole remedy respecting any breach of the day representations and warranties set forth in Section 4.1 available to BFC. On the date on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occursAmount has been paid to BFC, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date Participation Interests in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Seriesuncollected Participated Pool RALs, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on BNB and/or Tax Masters, or prior to such dates their designee or assignee, and the Trustee BFC shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warrantywarranty (except only for the warranty that since the date of sale by BNB to BFC, BFC has not sold, transferred or encumbered any such Participated Pool RALs or interest therein), as shall be prepared by and as are reasonably be requested by the Transferor BNB or Tax Masters to vest in the TransferorBNB or Tax Masters, or its their designee or assignee, all right, title and interest of the Trustee BFC in and to the ReceivablesParticipation Interests in the uncollected Participated Pool RALs, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of If any of the representations and warranties set forth in subsection 2.04(a)2.4(a) is not true and correct in any material respect when made and such breach has a material adverse effect upon the interest of the Holders in the Receivables, then either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersHolders), may direct the Transferor to accept reassignment of an amount of all Principal Receivables (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”"REASSIGNMENT DATE") occurring within such applicable period on the terms and conditions set forth below; provided, however, PROVIDED that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(aSUBSECTION 2.4(A) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders Holders pursuant to Article ARTICLE XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders Holders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus PLUS (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate interest rate through the Distribution Date in the Monthly Period in which such last dayReassignment Date occurs, less the amount, amount if any, previously allocated for payment of interest to the Certificateholders Holders of such Series on the related such Distribution Date in the Monthly Period in which the Reassignment Date occursDate. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds Recoveries and Recoveries relating to such Receivables and the proceeds thereofReceivables. If the Trustee or the Investor Certificateholders Holders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(eSUBSECTION 2.4(E) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(aCLAUSE (II) or (VIII) of SUBSECTION 2.4(A) available to the Investor Certificateholders Holders or the Trustee on behalf of the Investor CertificateholdersHolders.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a)Section 2.03(a) or (c) or Section 2.04(a)(i) or (iv) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Issuer by such Transferor or the availability of the proceeds thereof to the Issuer, then either the Owner Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestIndenture Trustee, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Owner Trustee and or the Servicer, Indenture Trustee if given by the Investor Certificateholdersother), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables and any Participation Interests conveyed to the Issuer by such Transferor if such breach and any material adverse effect caused by such breach are not cured within sixty (as specified below60) within 60 days of such notice (or within such longer period period, not in excess of one hundred twenty (120) days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, sixty-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall pay to the Issuer for deposit in the Collection Account in immediately available funds not later than 11:00 a.m., New York City time, on the Transfer Date fifth (5th) Business Day after the day on which such reassignment obligation arises, in New York Clearing Housepayment for such reassignment, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. If the Owner Trustee or the Indenture Trustee give notice directing the applicable Transferor to accept a reassignment of the Receivables and Participation Interests as provided above, shall be equal to (i) the Investor Interest obligation of such Series at Transferor to accept such reassignment pursuant to this Section 2.06 and to make the end payment required to be made to the Issuer for deposit in the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the day type specified in the first sentence of this Section 2.06 available to the Issuer, the Noteholders (or the Owner Trustee or Indenture Trustee on the last day behalf of the Monthly Period preceding Noteholders) or any Series Enhancer. Upon reassignment of the Reassignment DateReceivables and the Participation Interests on such date, less the amountIssuer shall automatically and without further action be deemed to transfer, if anyassign, previously allocated for payment of principal set-over and otherwise convey to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Issuer in and to the Certificateholders of such Series on applicable Receivables and the applicable Participation Interests, all related Distribution Date in Interchange and Recoveries allocable to the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesIssuer, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Issuer shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach Section, but only upon receipt of the representations and warranties contained an Officer's Certificate from such Transferor that states that all conditions set forth in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholdersthis Section have been satisfied.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(aSection 2.1(d) or 2.2(a)(i), either or in the Trustee or event that the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% Purchaser is required to repurchase Principal Receivables pursuant to Section 2.4(e) of the Aggregate Investor InterestPooling and Servicing Agreement, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), Purchaser may direct the Transferor Seller to accept reassignment of an amount of Principal Receivables (as specified below) within 60 days of on the Reassignment Date and such notice (or within such longer period as may be specified in such notice), and the Transferor Person shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 if, at any time during such applicable 60 day period, the representations and warranties contained in subsection 2.04(aSection 2.1(d) or 2.2(a)(i) shall then be true and correct in all material respectsrespects or in the event that the Purchaser is no longer required to repurchase Receivables pursuant to Section 2.4(e) of the Pooling and Servicing Agreement. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding On the Reassignment Date Date, the Seller shall make or cause to be made a deposit to the Collection Account (for distribution to the applicable Series Account as required pursuant to Section 2.4(e) of the Pooling and Servicing Agreement) in immediately available funds an amount equal to the reassignment deposit amount for such Outstanding Balance of the Receivables being reassigned in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series payment for such reassignment, unless otherwise stated in . Upon the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amountdeposit, if any, previously allocated for payment required to be made to the Collection Account as provided in this Section 2.2 and the reassignment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayReceivables, less the amountPurchaser shall automatically and without further action be deemed to transfer, if anyassign, previously allocated for payment of interest set over and otherwise convey to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented Person designated by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case Seller without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by all the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Purchaser in and to the such Receivables, all monies due or to become due with respect thereto, all Collections, all Recoveries, rights, remedies, powers and privileges with respect to such Receivables Receivables, and all proceeds of the Receivables foregoing. The Purchaser shall execute such documents and all Interchange, Insurance Proceeds instruments of transfer or assignment and Recoveries relating take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables and pursuant to this Section 2.2, including a reconveyance substantially in the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the form of Exhibit A. The obligation of the Transferor Seller to accept reassignment of any Receivables, and to make or cause to be made the Receivables and pay deposits, if any, required to be made to the reassignment deposit amount pursuant to Collection Account as provided in this subsection 2.04(e) Section 2.2, shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) event giving rise to such obligation available to the Investor Certificateholders or the Trustee on behalf of the Investor CertificateholdersPurchaser and its assigns.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and or warranties set forth in subsection 2.04(aSections 2.3(i), 2.3(iii), 2.4(a) or 2.4(b) or a material amount of Receivables are not Eligible Receivables, and such event has a materially adverse effect on Investor Certificateholders (without regard to the amount of any Enhancement), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestAmount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal all Receivables (as specified below) within 60 90 days of such notice (notice, or within such longer period as may be specified in such notice), notice not to exceed an additional 90 days and the Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 made, and the Transferor shall not be obligated to accept such reassignment, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(aSection 2.3(i), 2.3(iii) and 2.4(a) 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 Transfer Business Day immediately prior to such Distribution Date (in New York Clearing House, next day immediately available funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution pursuant to the Investor Certificateholders pursuant to Article XIIprovisions of Section 12.3. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, reassignment shall be equal to (i) the Aggregate Investor Interest of such Series Amount at the end of the day on the last day of the Monthly Period Business Day preceding the Reassignment Date, Distribution Date with respect to which such deposit is made (less the aggregate principal amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date held in the Monthly Period in which the Reassignment Date occursExcess Funding Account and any Principal Account relating to any Series on such Distribution Date), plus (iii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate Rates through such last day, less the amount, if any, previously allocated for payment end of the respective interest to the Certificateholders accrual period(s) of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursand (ii) any other unpaid amounts with respect to such Certificates. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Collection Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificatesall such Receivables. On the Distribution Date following the Transfer Date on with respect to which such amount has been deposited in full into the Distribution Account or the applicable Series Collection Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof thereto shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall reasonably be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, Transferor or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give a notice directing the Transferor to accept reassignment as provided above, the obligation of herein and the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.is obligated to

Reassignment of Trust Portfolio. In the event of a breach of any representation or warranty of the representations and warranties Transferor set forth in subsection 2.04(a)Section 2.04 or Section 2.05(a)(i) or (iii) is not true and correct in any material respect, either of which written notice has been given to the Indenture Trustee by the Servicer or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% Representative, on the Contracts conveyed to the Issuer by the Transferor or the availability of the Aggregate Investor Interestproceeds thereof to the Issuer, then the Indenture Trustee, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may shall direct the Transferor to accept a reassignment of an amount of Principal Receivables the Contracts conveyed to the Issuer by the Transferor if such breach is not cured within thirty (as specified below30) within 60 days of such notice (or within such longer period period, as may be specified by the Transferor, not in such noticeexcess of one hundred twenty (120) days), and upon those conditions the Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Contracts will not be required reassigned to be made the Transferor if, at on any time during day prior to the end of such applicable period, thirty-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate describing the nature of such breach and the manner such breach has been cured. The Transferor shall pay to the Issuer for deposit in the Collection Account in immediately available funds not later than 11:00 a.m., New York City time, on the Transfer Date first (1st) Business Day after the day on which such reassignment obligation arises, in New York Clearing Housepayment for such reassignment, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofRepurchase Price. If the Indenture Trustee or the Investor Certificateholders give gives notice directing the Transferor to accept a reassignment of the Contracts as provided above, the obligation of the Transferor to accept such reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) Section 2.07 and to make the payment required to be made to the Issuer for deposit in the Collection Account as provided in this paragraph shall constitute the sole remedy respecting a breach an event of the representations and warranties contained type specified in subsection 2.04(a) the first sentence of this Section 2.07 available to the Investor Certificateholders Issuer, the Noteholders, or the Trustee on behalf any Series Enhancer. Upon reassignment of the Investor CertificateholdersContracts on such date, the Issuer shall automatically and without further action transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuer in and to the applicable Contracts, all monies and amounts due or to become due with respect thereto, all related Transferred Assets and all proceeds thereof. The 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 property pursuant to this Section, but only upon receipt of an Officer’s Certificate from the Transferor that states that all conditions set forth in this Section have been satisfied.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a2.1(d) or 2.2(a)(i), either or in the Trustee or event that the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% Purchaser is required to repurchase Principal Receivables pursuant to Section 2.4(e) of the Aggregate Investor InterestPooling and Servicing Agreement, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given Purchaser may direct a Person designated by the Investor Certificateholders), may direct the Transferor Seller to accept reassignment of an amount of Principal Receivables (as specified below) within 60 days of on the Reassignment Date and such notice (or within such longer period as may be specified in such notice), and the Transferor Person shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.1(d) or 2.2(a)(i) shall then be true and correct in all material respectsrespects or in the event that the Purchaser is no longer required to repurchase Receivables pursuant to Section 2.4(e) of the Pooling and Servicing Agreement. The Transferor On the Reassignment Date, the Seller shall deposit on in the Transfer Date Collection Account (for distribution to the applicable Series Account as required pursuant to Section 2.4(e) of the Pooling and Servicing Agreement) in New York Clearing House, next day funds) preceding the Reassignment Date immediately available funds an amount equal to the reassignment deposit amount for such Outstanding Balance of the Receivables being reassigned in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series payment for such reassignment, unless otherwise stated in . Upon the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amountdeposit, if any, previously allocated for payment required to be made to the Collection Account as provided in this Section 2.2 and the reassignment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayReceivables, less the amountPurchaser shall automatically and without further action be deemed to transfer, if anyassign, previously allocated for payment of interest set over and otherwise convey to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented Person designated by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case Seller without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by all the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Purchaser in and to the such Receivables, all monies due or to become due with respect thereto, all Collections, all Recoveries, rights, remedies, powers and privileges with respect to such Receivables Receivables, and all proceeds of the Receivables foregoing. The Purchaser shall execute such documents and all Interchange, Insurance Proceeds instruments of transfer or assignment and Recoveries relating take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables and pursuant to this Section 2.2, including a reconveyance substantially in the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the form of Exhibit A. The obligation of the Transferor Seller to accept reassignment of any Receivables, and to make the Receivables and pay deposits, if any, required to be made to the reassignment deposit amount pursuant to Collection Account as provided in this subsection 2.04(e) Section 2.2, shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) event giving rise to such obligation available to the Investor Certificateholders or the Trustee on behalf of the Investor CertificateholdersPurchaser and its assigns.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto and Recoveries relating Interchange (if any) allocated to such the Receivables and the proceeds thereof pursuant to any Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds relating thereto allocated to the Receivables pursuant to any Supplement (and Recoveries relating to any costs or expenses incurred by the Trustee in connection with such Receivables and reassignment shall be reimbursed by the proceeds thereofServicer). If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event any ------------------------------- representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a) or (c) or subsection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Owner Trustee, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Owner Trustee and the Servicer, Indenture Trustee if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables (as specified below) and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer first Distribution Date (following the Due Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occursOwner Trustee, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at Indenture Trustee or the Noteholders give notice directing the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest Transferor to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the accept a reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by and Participation Interests as provided above, the Investor Certificates. On obligation of such Transferor to accept such reassignment pursuant to this Section 2.06 and to make the Distribution Date following deposit required to be made to the Transfer Date on which such amount has been deposited Collection Account as provided in full into this paragraph shall constitute the Distribution Account sole remedy respecting an event of the type specified in the first sentence of this Section 2.06 available to the Noteholders (or the applicable Indenture Trustee on behalf of the Noteholders) or any Series Account, Enhancer. Upon reassignment of the Receivables and Participation Interests on such Distribution Date, the Trust shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the applicable Transferor, without recourse, representation or warranty, all of the right, title and interest of the Owner Trustee and the Trust in and to the Receivables and Participation Interests, all Interchange and Recoveries allocable to the Trust, all monies and amounts due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the thereof. The Owner Trustee shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event of a breach of any representation and warranty under subsections 2.3(a), (b) or (c) or 2.4(a)(i) or (ii) is not true and correct as of the representations and warranties set forth in subsection 2.04(a), date specified therein with respect to any Receivable or Account either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersCertificateholders of such Series), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such the last dayday of the related interest accrual period, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesCertificates of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case ease without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the such Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such Receivables and pursuant to the proceeds thereofrelated Supplement. If the Trustee or the Investor Certificateholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(d) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders of such Series or the Trustee on behalf of the Investor CertificateholdersCertificateholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event of a breach of any of ------------------------------- the representations and warranties set forth in subsection 2.04(a2.4(a), either the Trustee ----------------- Trustee, or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor Seller to accept reassignment of 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 noticenotice but in no event later than 120 days), and the Transferor Seller shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor Seller (such Distribution Date, the “"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 if, at any time ------- during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor ----------------- Seller shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding for the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Collection Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment ----------- deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Datedate on which the reassignment is scheduled to be made, less the amount, if any, previously allocated (and on deposit in the applicable Series Account) for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date date of reassignment occurs, plus (ii) an amount equal to all interest accrued but ---- unpaid on the Investor Certificates of such Series at the applicable Certificate Rate for the related Interest Accrual Period through the last day of such last dayInterest Accrual Period, less the amount, if any, any previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursdate of reassignment occurs plus (iii) an amount sufficient to pay all unreimbursed amounts owing to each ---- Enhancement Provider (to the extent set forth in the applicable Supplement). The reassignment deposit amount with respect to each Series shall be deposited in the Collection Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of such Series pursuant to Section 12.3. Payment of the reassignment deposit amount with ------------ respect to each Series, and all other amounts in the Distribution Collection Account or the applicable Series Account in respect of the preceding Monthly Period, Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Collection Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables Receivables, Recoveries and all Interchange, Insurance Proceeds Interchange allocated to the Trust pursuant to subsections 2.5(k) and Recoveries relating to such Receivables and the proceeds thereof (l) shall ------------------ --- be released to the Transferor after payment of all amounts otherwise due hereunder on Seller, or prior to such dates its designee or assignee, and the Trustee shall execute and deliver such instruments of transfer or assignment, on behalf of the Trust, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Seller to vest in the TransferorSeller, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables Receivables, Recoveries and all Interchange, Insurance Proceeds Interchange allocated to the Trust pursuant to subsections 2.5(k) and Recoveries relating to such Receivables and the proceeds thereof(l). If the Trustee or the Investor Certificateholders ------------------ --- give notice directing the Transferor Seller to accept reassignment as provided above, the obligation of the Transferor Seller to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute ----------------- the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a2.4(a) available to the Investor ----------------- -36- Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a) or (c) or subsection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trust, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Trust and Indenture Trustee and the Servicer, if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables (as specified below) and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer first Distribution Date (following the Due Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occursTrust, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at Indenture Trustee or the Noteholders give notice directing the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest Transferor to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the accept a reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by and Participation Interests as provided above, the Investor Certificates. On obligation of such Transferor to accept such reassignment pursuant to this Section 2.06 and to make the Distribution Date following deposit required to be made to the Transfer Date on which such amount has been deposited Collection Account as provided in full into this paragraph shall constitute the Distribution Account sole remedy respecting an event of the type specified in the first sentence of this Section 2.06 available to the Noteholders (or the applicable Indenture Trustee on behalf of the Noteholders) or any Series Account, Enhancer. Upon reassignment of the Receivables and Participation Interests on such Distribution Date, the Trust shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the applicable Transferor, without recourse, representation or warranty, all of the right, title and interest of the Trust in and to the Receivables and Participation Interests, all Interchange and Recoveries allocable to the Trust, all monies and amounts due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(aSection 2.03(a) or (c) or Section 2.04(a)(i) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestprincipal balance of the Outstanding Notes of all Series, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Trust and Indenture Trustee and the Servicer, if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables (as specified below) conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within or, if the Transferor is diligently pursuing a cure of such longer period as may be specified in such noticebreach, 150 days), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Trust and the Indenture Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit on in the Transfer Date (Collection Account in immediately available funds not later than 1:00 p.m., New York Clearing HouseCity time, next day funds) preceding the Reassignment Date two Business Days after which such reassignment obligation arises, in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occursTrust, plus (ii) an amount equal Indenture Trustee or the Noteholders gives notice directing the applicable Transferor to all interest accrued but unpaid on accept a reassignment of the Investor Certificates Receivables as provided above, the obligation of such Transferor to accept such reassignment pursuant to this Section 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 available to the Trust, the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series at Enhancer. Upon making the required payment by the applicable Certificate Rate through such last dayTransferor, less the amountTrust shall automatically and without further action be deemed to transfer, if anyassign, previously allocated for payment of interest set-over and otherwise convey to the Certificateholders of such Series on applicable Transferor, without recourse, representation or warranty, the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment right, title and interest of the reassignment deposit amount with respect Trust in and to each Seriesthe Receivables, all related Interchange, Insurance Proceeds and Recoveries allocable to the Trust, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor CertificateholdersSection.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a)2.3(d) or 2.4(a)(i) of this Agreement or subsection 2.1(d) or 2.2(a)(i) of the Purchase Agreement, either (i) the Trustee or the Holders of Investor Certificates evidencing Undivided Trust Interests aggregating more than 50% of the Aggregate aggregate Investor InterestInterests of all Certificate Series or (ii) any Purchaser Representative, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the Investor Certificateholders), Certificateholders or any Purchaser Representative) may direct the Transferor Seller to accept reassignment of 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), and the Transferor Seller shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor such Person (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.3(d) and 2.4(a)(i) of this Agreement and Subsection 2.1(d) and 2.2(a)(i) of the Purchase Agreement shall then be true and correct in all material respects. The Transferor Trustee shall promptly notify each Purchaser Representative of any such notice of reassignment, and each Purchaser Representative may, by notice to the Seller and the Trustee, designate the Series it represents as participating in such reassignment. The Seller shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or applicable Series Account, as provided in the related SupplementSupplement or Receivables Purchase Agreement, for distribution to the Investor Certificateholders pursuant to Article XIIXII or the Receivables Purchasers pursuant to the related Receivables Purchase Agreement or any Enhancement Provider pursuant to the applicable Supplement. The reassignment deposit amount for each Series with respect to each Series for such reassignmentwhich a notice directing reassignment has been given, unless otherwise stated in the related SupplementSupplement or Receivables Purchase Agreement, shall be equal to (a) in the case of any Certificate Series, (i) the Investor Interest of such Series and, if applicable, the Enhancement Invested Amount at the end of the day on the last day of the Monthly Due Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Due Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates and, if applicable, the Enhancement Invested Amount of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Due Period in which the Reassignment Date occurs, and (b) in the case of any Receivables Purchase Series, all principal and accrued interest on such Receivables Purchase Series through such Reassignment Date and all accrued and unpaid fees and expenses and unreimbursed Loss Amounts under the related Receivables Purchase Agreement. Payment of the reassignment deposit amount with respect to each Series, Series and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, Due Period shall be considered a prepayment in full of the interest in the Receivables represented by the Investor Certificatessuch Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, Receivables with an aggregate principal balance equal to the aggregate Investor Interests and Receivables Purchase Interests of all Series with respect to which a notice directing reassignment has been given and all monies due or to become due with respect to such Receivables thereto, all Collections, all Recoveries, and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor Seller after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Seller to vest in the Transferor, or its designee or assigneeSeller, all right, title and interest of the Trustee Trust in and to the ReceivablesReceivables then existing and thereafter created in the related Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Receivables Receivables, and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofforegoing. If the Trustee or Trustee, the Investor Certificateholders or the Purchaser Representatives give notice directing the Transferor Seller to accept reassignment as provided above, the obligation of the Transferor Seller to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(d) and 2.4(a)(i) available to the Investor Certificateholders or Certificateholders, the Trustee on behalf of the Investor CertificateholdersCertificateholders or the Receivables Purchasers.

Reassignment of Trust Portfolio. In the event of a breach of that (i) any of the representations and warranties set forth in subsection 2.04(aSection 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 Investor Certificateholders (without regard to the amount of any Enhancement), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal all Receivables (as specified below) within 60 days of such notice (notice, or within such longer period as may be specified in such noticenotice (not to exceed an additional 90 days), and the Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 made, and the Transferor shall not be obligated to accept such reassignment, if, at any time during on the Business Day prior to such applicable periodDistribution Date, the representations and warranties contained set forth in subsection 2.04(aSections 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 respectsrespects 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 Transfer Business Day prior to such Distribution Date (in New York Clearing House, next day immediately available funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution pursuant to the Investor Certificateholders pursuant to Article XIIprovisions of Section 12.3. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, reassignment shall be equal to (i) the Investor Interest of such Series Aggregate Invested Amount at the end close of the day business on the last day of Record Date related to the Monthly Period preceding the Reassignment Date, Distribution Date with respect to which such deposit is made (less the amount, if any, previously allocated for payment of aggregate principal to such Certificateholders amount then on the related Distribution Date deposit in the Monthly Period in which the Reassignment Date occursExcess Funding Account and any principal funding account relating to any Series), plus (iii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate Rates through such last day, less the amount, if any, previously allocated for payment end of the respective interest to the Certificateholders accrual period(s) of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursand (ii) any other unpaid amounts required to be paid pursuant to this Section 2.4(e) or under any Supplement or Enhancement Agreement. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Collection Account in respect of the preceding Monthly Period, Collection Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificatesall such Receivables. On the Distribution Date following the Transfer Date on with respect to which such amount has been deposited in full into the Distribution Account or the applicable Series Collection Account, the Receivables and all monies due or to become due and all amounts received with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor (after payment of all amounts otherwise due hereunder on or prior before such date pursuant to such dates the terms of any Supplement or Enhancement Agreement) shall be released to the Transferor and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due and all amounts received with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give a notice directing the Transferor to accept reassignment as provided aboveherein and the Transferor is obligated to accept such reassignment as provided herein, the then such obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(aSection 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 Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a) or (c) or subsection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), either then the Trustee or Indenture Trustee, upon the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% written direction of the Aggregate Investor InterestServicer, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders)such Transferor, may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (as specified below60) within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer first Distribution Date (following the Monthly Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occursOwner Trustee, plus (ii) an amount equal the Indenture Trustee or the Noteholders give notice directing the applicable Transferor to all interest accrued but unpaid on accept a reassignment of the Investor Certificates Receivables and Participation Interests as provided above, the obligation of such Transferor to accept such reassignment pursuant to this Section 2.06 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 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series at Enhancer. Upon reassignment of the Receivables and the Participation Interests on such Distribution Date, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Trust in and to the Certificateholders of such Series on Receivables and the related Distribution Date in Participation Interests, all Recoveries allocable to the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesTrust, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(aSection 2.03(a) or (c) or Section 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trust, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Trust and Indenture Trustee and the Servicer, if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables (as specified below) and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period period, not in excess of 150 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Trust a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit on in the Transfer Date (Collection Account in immediately available funds not later than 1:00 p.m., New York Clearing HouseCity time, next day funds) preceding the Reassignment Date two Business Days after which such reassignment obligation arises, in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occursTrust, plus (ii) an amount equal the Indenture Trustee or the Noteholders give notice directing the applicable Transferor to all interest accrued but unpaid on accept a reassignment of the Investor Certificates Receivables and Participation Interests as provided above, the obligation of such Transferor to accept such reassignment pursuant to this Section 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 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series at Enhancer. Upon reassignment of the Receivables and the Participation Interests on such Distribution Date, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Trust in and to the Certificateholders of such Series on Receivables and the related Distribution Date in Participation Interests, all Recoveries allocable to the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesTrust, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor CertificateholdersSection.

Reassignment of Trust Portfolio. In the event of a breach of If any of the representations and warranties set forth in subsection 2.04(a)2.4(a) is not true and correct in any material respect when made and such breach has a material adverse effect upon the interest of the Holders in the Receivables, then either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersHolders), may direct the Transferor to accept reassignment of an amount of all Principal Receivables (as specified below) and Discount Option Receivables within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables and Discount Option Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"Reassignment Date”") occurring within such applicable period on the terms and conditions set forth below; provided, however, provided that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Accountor, as if provided in the related SupplementSupplement for any Series, a Series Account for such Series, for distribution to the Investor Certificateholders Holders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders Holders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate interest rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders Holders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the any collateral securing any such Receivables and all Interchange, Recoveries and Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) allocated to the Receivables pursuant to any Supplement and proceeds thereof of all of the foregoing shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the any collateral securing any such Receivables and all Interchange, Recoveries and Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) allocated to the Receivables pursuant to any Supplement, and proceeds thereofof all of the foregoing. If the Trustee or the Investor Certificateholders Holders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a2.4(a) available to the Investor Certificateholders Holders or the Trustee on behalf of the Investor Certificateholders.Holders. SECTION 2.5

Reassignment of Trust Portfolio. In the event of (1) a breach of any of the representations and or warranties set forth in subsection 2.04(a)Section 8(a) or Section 9(a) or (2) a material amount of Receivables are not Eligible Receivables, and in either the Trustee case such event has a materially adverse effect on RFC or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestCertificateholders, RFC by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders)Seller, may direct the Transferor Seller to accept reassignment of an amount of Principal all Receivables (as specified below) within 60 days of such notice (notice, or within such longer period as may be specified in such notice), notice (not to exceed an additional 60 days) and the Transferor Seller shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) RFC 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 if, at any time during on the Business Day prior to such applicable period, Distribution Date the representations and warranties contained in subsection 2.04(aSection 8(a) or 9(a) shall then be true and correct in all material respects, or there shall no longer be a material amount of Ineligible Receivables, as the case may be. The Transferor Seller shall deposit pay RFC on the Transfer Business Day immediately prior to the Distribution Date (in New York Clearing House, next day immediately available funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Collection Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, reassignment shall be equal to (i) the Investor Interest of such Series at the end of the day Aggregate Invested Amount on the last day of Record Date related to the Monthly Period preceding the Reassignment Date, applicable Distribution Date on which such payment is made (less the amount, if any, previously allocated for payment of aggregate principal to such Certificateholders amount on the related Distribution Date deposit in the Monthly Period in which the Reassignment Date occurs, any principal funding account) plus (ii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate certificate rates through such last day, less the amount, if any, previously allocated for payment end of the interest to the Certificateholders accrual periods of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on with respect to which such amount has been deposited paid in full into the Distribution Account or the applicable Series Accountto RFC, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof thereto shall be released reconveyed to the Transferor after payment of all amounts otherwise due hereunder on Seller and RFC shall execute or prior to such dates and cause the Trustee shall to execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Seller to vest in the Transferor, Seller or its designee or assignee, all right, title and interest of the Trustee RFC in and to the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds thereof and as shall be specified in an Opinion of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating Counsel delivered to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available RFC to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderseffect that such documents and instruments comply herewith.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) with respect to any Series, either the Trustee or the Holders of Investor Certificates Securities evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interestaggregate Invested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersSecurityholders of such Series), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders Securityholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day Business Day preceding the Reassignment Date (provided, however, that with respect to any Series issued pursuant to a Variable Funding Supplement such amount shall be the Invested Amount of the Monthly Period preceding such Series as of the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders Securityholders on the related Distribution Date Reassignment Date, in the Monthly Period in which the Reassignment Date occurs), plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates Securities of such Series at the applicable Certificate Security Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders Securityholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesSecurities of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables represented by such Investor Securities and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofReceivables. If the Trustee or the Investor Certificateholders Securityholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders Securityholders of such Series or the Trustee on behalf of the Investor CertificateholdersSecurityholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a)2.3(d) or 2.4(a)(i) of this Agreement or subsection 2.1(d) or 2.2(a)(i) of the Purchase Agreement, either (i) the Trustee or the Holders of Investor Certificates evidencing Undivided Trust Interests aggregating more than 50% of the Aggregate aggregate Investor InterestInterests of all Certificate Series or (ii) any Purchaser Representative, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the Investor Certificateholders), Certificateholders or any Purchaser Representative) may direct the Transferor Seller to accept reassignment of 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), and the Transferor Seller shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor such Person (such Distribution Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.3(d) and 2.4(a)(i) of this Agreement and Subsection 2.1(d) and 2.2(a)(i) of the Purchase Agreement shall then be true and correct in all material respects. The Transferor Trustee shall promptly notify each Purchaser Representative of any such notice of reassignment, and each Purchaser Representative may, by notice to the Seller and the Trustee, designate the Series it represents as participating in such reassignment. The Seller shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or applicable Series Account, as provided in the related SupplementSupplement or Receivables Purchase Agreement, for distribution to the Investor Certificateholders pursuant to Article XIIXII or the Receivables Purchasers pursuant to the related Receivables Purchase Agreement or any Enhancement Provider pursuant to the applicable Supplement. The reassignment deposit amount for each Series with respect to each Series for such reassignmentwhich a notice directing reassignment has been given, unless otherwise stated in the related SupplementSupplement or Receivables Purchase Agreement, shall be equal to (a) in the case of any Certificate Series, (i) the Investor Interest of such Series and, if applicable, the Enhancement Invested Amount at the end of the day on the last day of the Monthly Due Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Due Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates and, if applicable, the Enhancement Invested Amount of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Due Period in which the Reassignment Date occurs, and (b) in the case of any Receivables Purchase Series, all principal and accrued interest on such Receivables Purchase Series through such Reassignment Date and all accrued and unpaid fees and expenses and unreimbursed Loss Amounts under the related Receivables Purchase Agreement. Payment of the reassignment deposit amount with respect to each Series, Series and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, Due Period shall be considered a prepayment in full of the interest in the Receivables represented by the Investor Certificatessuch Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, Receivables with an aggregate principal balance equal to the aggregate Investor Interests and Receivables Purchase Interests of all Series with respect to which a notice directing reassignment has been given and all monies due or to become due with respect to such Receivables thereto, all Collections, all Recoveries, and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor Seller after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Seller to vest in the Transferor, or its designee or assigneeSeller, all right, title and interest of the Trustee Trust in and to the ReceivablesReceivables then existing and thereafter created in the related Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Receivables Receivables, and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofforegoing. If the Trustee or Trustee, the Investor Certificateholders or the Purchaser Representatives give notice directing the Transferor Seller to accept reassignment as provided above, the obligation of the Transferor Seller to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(d) and 2.4(a)(i) available to the Investor Certificateholders or Certificateholders, the Trustee on behalf of the Investor CertificateholdersCertificateholders or the Receivables Purchasers.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a2.1(d) or 2.2(a)(i), either or in the Trustee or event that the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% Purchaser is required to repurchase Principal Receivables pursuant to Section 2.4(e) of the Aggregate Investor InterestPooling and Servicing Agreement, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given Purchaser may direct a Person designated by the Investor Certificateholders), may direct the Transferor Seller to accept reassignment of an amount of Principal Receivables (as specified below) within 60 days of on the Reassignment Date and such notice (or within such longer period as may be specified in such notice), and the Transferor Person shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution terms and On the Reassignment Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor Seller shall deposit on in the Transfer Date Collection Account (for distribution to the applicable Series Account as required pursuant to Section 2.4(e) of the Pooling and Servicing Agreement) in New York Clearing House, next day funds) preceding the Reassignment Date immediately available funds an amount equal to the reassignment deposit amount for such Outstanding Balance of the Receivables being reassigned in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series payment for such reassignment, unless otherwise stated in . Upon the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amountdeposit, if any, previously allocated for payment required to be made to the Collection Account as provided in this Section 2.2 and the reassignment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayReceivables, less the amountPurchaser shall automatically and without further action be deemed to transfer, if anyassign, previously allocated for payment of interest set over and otherwise convey to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented Person designated by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case Seller without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by all the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Purchaser in and to the such Receivables, all monies due or to become due with respect thereto, all Collections, all Recoveries, rights, remedies, powers and privileges with respect to such Receivables Receivables, and all proceeds of the Receivables foregoing. The Purchaser shall execute such documents and all Interchange, Insurance Proceeds instruments of transfer or assignment and Recoveries relating take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables and pursuant to this Section 2.2, including a reconveyance substantially in the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the form of Exhibit A. The obligation of the Transferor Seller to accept reassignment of any Receivables, and to make the Receivables and pay deposits, if any, required to be made to the reassignment deposit amount pursuant to Collection Account as provided in this subsection 2.04(e) Section 2.2, shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) event giving rise to such obligation available to the Investor Certificateholders or the Trustee on behalf of the Investor CertificateholdersPurchaser and its assigns.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a)) having a material adverse effect on the Trust, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestTrustee, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount all of Principal the Receivables (as specified belowwhether Existing or Future) within 60 days of such notice (or within such longer period as may be specified in such noticenotice but in no event longer than 120 days), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, with respect to a breach of the representations representation and warranties warranty contained in subsection 2.04(a) 2.04(a)(i), such representation shall then be true and correct in all respects and, with respect to a breach of the representation and warranty in subsection 2.04(a)(ii), such representation and warranty shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, House next day funds) preceding the Reassignment Date an amount for each Series equal to the reassignment deposit amount for such Receivables for such Series in the related Distribution Account or the applicable Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Certificateholders Ownership Interests of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate for the related Interest Period through the last day of such last dayInterest Period, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the related Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the related Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee designees or assigneeassignees, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(aSection 2.03(a) or (c) or Section 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trust, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Trust and Indenture Trustee and the Servicer, if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables (as specified below) and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period period, not in excess of 150 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The applicable Transferor shall deposit on in the Transfer Date Collection Account in immediately available funds not later than 12:00 p.m. (in Noon), New York Clearing HouseCity time, next day funds) preceding by the Reassignment Payment 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 in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest Noteholders on such Payment Date in accordance with the terms of each Indenture Supplement. If the Trust, the Indenture Trustee or the Noteholders give notice directing the applicable Transferor to accept a reassignment of the Receivables and Participation Interests as provided above, the obligation of such Series at Transferor to accept such reassignment pursuant to this Section and to make the end deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the day type specified in the first sentence of this Section available to the Noteholders (or the Indenture Trustee on the last day behalf of the Monthly Period preceding Noteholders) or any Series Enhancer. Upon reassignment of the Reassignment Receivables and the Participation Interests on such Payment Date, less the amountTrust shall automatically and without further action be deemed to transfer, if anyassign, previously allocated for payment of principal set-over and otherwise convey to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Trust in and to the Certificateholders of such Series on Receivables and the related Distribution Date in Participation Interests, all Recoveries allocable to the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesTrust, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables thereof, free and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment clear of all amounts otherwise due hereunder on Liens created by or prior to such dates and through the Trustee Trust. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor CertificateholdersSection.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b) or (c) or subsections 2.4(a)(i) or (ii) with respect to any Series, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"Reassignment Date”") occurring within such applicable period on the terms and conditions set forth below; providedPROVIDED, howeverHOWEVER, that no such reassignment shall be required to be made if, if at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) or (c) or subsections 2.4(a)(i) or (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date; PROVIDED, HOWEVER, that with respect to any Series 43 49 issued pursuant to a Variable Funding Supplement such amount shall be the Invested Amount of such Series as of the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Reassignment Date in the Monthly Period in which the Reassignment Date occurs, plus PLUS (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs PLUS any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesCertificates of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the such Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such Receivables and pursuant to the proceeds thereofrelated Supplement. If the Trustee or the Investor Certificateholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(d) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) available to the Investor Certificateholders of such Series or the Trustee on behalf of the Investor CertificateholdersCertificateholders of 44 50 such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a), either (c), (d), (e) or (f) or subsection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Trustee Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then the Indenture Trustee, upon the written direction of the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all Notes, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders)such Transferor, may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (as specified below60) within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer first Distribution Date (following the Monthly Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occursOwner Trustee, plus (ii) an amount equal the Indenture Trustee or the Noteholders give notice directing the applicable Transferor to all interest accrued but unpaid on accept a reassignment of the Investor Certificates Receivables and Participation Interests as provided above, the obligation of such Transferor to accept such reassignment pursuant to this Section 2.06 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 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series at Enhancer. Upon reassignment of the Receivables and the Participation Interests on such Distribution Date, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Trust in and to the Certificateholders of such Series on Receivables and the related Distribution Date in Participation Interests, all Recoveries allocable to the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesTrust, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event of a breach of that (i) any of the ------------------------------- representations and warranties set forth in subsection 2.04(aSection 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 Investor Certificateholders (without regard to the amount of any Enhancement), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal all Receivables (as specified below) within 60 days of such notice (notice, or within such longer period as may be specified in such noticenotice (not to exceed an additional 90 days), and the Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 made, and the Transferor shall not be obligated to accept such reassignment, if, at any time during on the Business Day prior to such applicable periodDistribution Date, the representations and warranties contained set forth in subsection 2.04(aSections 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 respectsrespects 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 Transfer Business Day prior to such Distribution Date (in New York Clearing House, next day immediately available funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution pursuant to the Investor Certificateholders pursuant to Article XIIprovisions of Section 12.3. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, reassignment shall be equal to (i) the Investor Interest of such Series Aggregate Invested Amount at the end close of the day business on the last day of Record Date related to the Monthly Period preceding the Reassignment Date, Distribution Date with respect to which such deposit is made (less the amount, if any, previously allocated for payment of aggregate principal to such Certificateholders amount then on the related Distribution Date deposit in the Monthly Period in which the Reassignment Date occursExcess Funding Account and any principal funding account relating to any Series), plus (iii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate Rates through such last day, less the amount, if any, previously allocated for payment end of the respective interest to the Certificateholders accrual period(s) of such Series on and (ii) any other unpaid amounts required to be paid pursuant to this Section 2.4(e) or under any Supplement or Enhancement Agreement. The Transferor shall make such deposit out of funds received by it from the related Distribution Date in Bank pursuant to Section 6.2 of the Monthly Period in which the Reassignment Date occursReceivables Purchase Agreement. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Collection Account in respect of the preceding Monthly Period, Collection Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificatesall such Receivables. On the Distribution Date following the Transfer Date on with respect to which such amount has been deposited in full into the Distribution Account or the applicable Series Collection Account, the Receivables and all monies due or to become due and all amounts received with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor (after payment of all amounts otherwise due hereunder on or prior before such date pursuant to such dates the terms of any Supplement or Enhancement Agreement) shall be released to the Transferor and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due and all amounts received with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give a notice directing the Transferor to accept reassignment as provided aboveherein and the Transferor is obligated to accept such reassignment as provided herein, the then such obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(aSection 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 Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a2.4(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal the Receivables (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Collection Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Collection Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Collection Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last daythe Reassignment Date, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Collection Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Collection Account or the applicable Series Account in respect of the preceding Monthly Collection Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Collection Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Net Interchange (if any) allocated to the proceeds thereof Receivables pursuant to any Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the TransferorTransfer- or, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Net Interchange (if any) allocated to the proceeds thereofReceivables pursuant to any Supplement. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a2.4(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), either (b) and (c) and 2.4(a)(i) and (ii) with respect to any Series, any of (i) the Trustee or Trustee, (ii) the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Invested Amount, (iii) if specified in any Supplement, the Holders of Investor InterestCertificates evidencing Undivided Interests aggregating more than a specified percentage of the Invested Amount of any Series or Class, or (iv) if specified in any Supplement, an Enhancement Provider, in each case by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the any Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, Date (less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date Reassignment Date, in the Monthly Period in which the Reassignment Date occurs), provided, however, that with respect to any Series issued pursuant to a Variable Funding Supplement such amount shall be the Invested Amount of such Series as of the Reassignment Date, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last daythe Reassignment Date, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date Reassignment Date, plus any other amounts accrued and owing as specified in the Monthly Period in which the Reassignment Date occursapplicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesCertificates of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such the Receivables and pursuant to the proceeds thereof related Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the such Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such Receivables and Series pursuant to the proceeds thereofrelated Supplement. If the Trustee or the Investor Certificateholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders of such Series or the Trustee on behalf of the Investor CertificateholdersCertificateholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a)Section 2.3(d) or 2.4(a)(i) of this Agreement or Section 2.1(d) or 2.2(a)(i) of the SRLP Purchase Agreement, either the Trustee or the Holders of Requisite Certificateholders (determined without giving effect to Investor Certificates evidencing Undivided Interests aggregating more than 50% held by the Transferor of the Aggregate Investor Interestany of its Affiliates) for all Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), ) may direct the Transferor to accept reassignment of an amount of such Principal Receivables (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor such Person (such Distribution Date, the “"Reassignment Date”") occurring within such applicable 60 day period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable 60 day period, the representations and warranties contained in subsection 2.04(aSection 2.3(d) and 2.4(a)(i) of this Agreement and Section 2.1(d) and 2.2(a)(i) of the SRLP Purchase Agreement shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or applicable Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount for each Series with respect to each Series for such reassignmentwhich a notice directing reassignment has been given, unless otherwise stated in the related Supplement, shall be equal to to, in the case of any Series, (i) the Investor Interest of such Series and, if applicable, the Enhancement Invested Amount at the end of the day on the last day of the Monthly Due Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Due Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at and, if applicable, the Enhancement Invested Amount determined in accordance with the applicable Certificate Rate Supplement through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Due Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, Series and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, Due Period shall be considered a prepayment in full of the interest in the Receivables represented by the Investor Certificatessuch Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, Receivables with an aggregate principal balance equal to the Receivables aggregate Investor Interests of all Series with respect to which a notice directing reassignment has been given and all monies due or to become due with respect to such Receivables thereto, all Collections, all Recoveries, and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the ReceivablesReceivables then existing and thereafter created in the related Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Receivables Receivables, and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofforegoing. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(eSection 2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(aSections 2.3(d) and 2.4(a)(i) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.. Covenants of the Transferor. The Transferor hereby covenants that:

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties representation or warranty set forth in subsection 2.04(aSection 4.01(a), either (b), (c) or (d) or Section 4.02(a)(i) or (a)(v) is not true and correct in any material respect and as a result of such breach the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% Company is required to accept a reassignment of the Aggregate Investor Interest, Receivables previously sold by notice then given in writing HRAC to the Transferor (Company pursuant to Section 2.4(e) of the Master Pooling and Servicing Agreement, or if the Company is otherwise required to the Trustee and the Servicer, if given accept a reassignment of all Receivables previously sold by the Investor Certificateholders)Company pursuant to Section 2.4(e) of the Master Pooling and Servicing Agreement, may direct the Transferor to accept reassignment of 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), and the Transferor HRAC shall be obligated to accept a reassignment of the Company’s interest in such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided. HRAC shall pay to the Company by depositing in the Collection Account in immediately available funds, however, that no on the first Business Day prior to such applicable Distribution Date following the Monthly Period in which such reassignment shall be required to be made ifobligation arises, at any time during in payment for such applicable periodreassignment, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Aggregate Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series Amount at the end of the day on the last day of the Monthly Period Business Day preceding the Reassignment Date, Distribution Date with respect to which such deposit is made (less the aggregate principal amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date held in the Monthly Period in which the Reassignment Date occursExcess Funding Account and any Principal Account relating to any Series on such Distribution Date), plus (iii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate Rates through such last day, less the amount, if any, previously allocated for payment end of the respective interest to the Certificateholders period(s) of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount and (ii) any other unpaid amounts with respect to each Seriessuch Certificates. Upon such reassignment of Receivables, the Company shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to HRAC, without recourse, representation or warranty, all other amounts in the Distribution Account or the applicable Series Account in respect right, title and interest of the preceding Monthly PeriodCompany in and to such Receivables, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series AccountRecoveries related thereto, the Receivables and all monies and amounts due or to become due with respect to such Receivables thereto and all proceeds thereof; and such reassigned Receivables shall be treated by the Company as collected in full as of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder date on or prior to such dates and the Trustee which they were transferred. The Company shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by HRAC to effect the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount other property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a)SECTION 2.03(a) or (c) or SECTION 2.04(a)(i) or (iv) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Issuer by such Transferor or the availability of the proceeds thereof to the Issuer, then either the Owner Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestIndenture Trustee, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Owner Trustee and or the Servicer, Indenture Trustee if given by the Investor Certificateholdersother), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables and any Participation Interests conveyed to the Issuer by such Transferor if such breach and any material adverse effect caused by such breach are not cured within sixty (as specified below60) within 60 days of such notice (or within such longer period period, not in excess of one hundred twenty (120) days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; providedPROVIDED, howeverHOWEVER, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, sixty-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall pay to the Issuer for deposit in the Collection Account in immediately available funds not later than 11:00 a.m., New York City time, on the Transfer Date fifth (5th ) Business Day after the day on which such reassignment obligation arises, in New York Clearing Housepayment for such reassignment, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. If the Owner Trustee or the Indenture Trustee give notice directing the applicable Transferor to accept a reassignment of the Receivables and Participation Interests as provided above, shall be equal to (i) the Investor Interest obligation of such Series at Transferor to accept such reassignment pursuant to this SECTION 2.06 and to make the end payment required to be made to the Issuer for deposit in the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the day type specified in the first sentence of this SECTION 2.06 available to the Issuer, the Noteholders (or the Owner Trustee or Indenture Trustee on the last day behalf of the Monthly Period preceding Noteholders) or any Series Enhancer. Upon reassignment of the Reassignment DateReceivables and the Participation Interests on such date, less the amountIssuer shall automatically and without further action be deemed to transfer, if anyassign, previously allocated for payment of principal set-over and otherwise convey to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Issuer in and to the Certificateholders of such Series on applicable Receivables and the applicable Participation Interests, all related Distribution Date in Interchange and Recoveries allocable to the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesIssuer, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Issuer shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach Section, but only upon receipt of the representations and warranties contained an Officer's Certificate from such Transferor that states that all conditions set forth in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholdersthis Section have been satisfied.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) with respect to any Series, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersCertificateholders of such Series), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date (provided, however, that with respect to any Series issued pursuant to a Variable Funding Supplement such amount shall be the Invested Amount of such Series as of the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date Reassignment Date, in the Monthly Period in which the Reassignment Date occurs), plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesCertificates of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the such Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such Receivables and pursuant to the proceeds thereofrelated Supplement. If the Trustee or the Investor Certificateholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders of such Series or the Trustee on behalf of the Investor CertificateholdersCertificateholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a)2.3(d) or 2.4(a)(i) of this Agreement or subsection 2.1(d) or 2.2(a)(i) of the Purchase Agreement, either (i) the Trustee or the Holders of Investor Certificates evidencing Undivided Trust Interests aggregating more than 50% of the Aggregate aggregate Investor InterestInterests of all Certificate Series or (ii) any Purchaser Representative, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the Investor Certificateholders), Certificateholders or any Purchaser Representative) may direct the Transferor Seller to accept reassignment of 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), and the Transferor Seller shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor such Person (such Distribution Date, the “"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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.3(d) and 2.4(a)(i) of this Agreement and Subsection 2.1(d) and 2.2(a)(i) of the Purchase Agreement shall then be true and correct in all material respects. The Transferor Trustee shall promptly notify each Purchaser Representative of any such notice of reassignment, and each Purchaser Representative may, by notice to the Seller and the Trustee, designate the Series it represents as participating in such reassignment. The Seller shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or applicable Series Account, as provided in the related SupplementSupplement or Receivables Purchase Agreement, for distribution to the Investor Certificateholders pursuant to Article XIIXII or the Receivables Purchasers pursuant to the related Receivables Purchase Agreement or any Enhancement Provider pursuant to the applicable Supplement. The reassignment deposit amount for each Series with respect to each Series for such reassignmentwhich a notice directing reassignment has been given, unless otherwise stated in the related SupplementSupplement or Receivables Purchase Agreement, shall be equal to (a) in the case of any Certificate Series, (i) the Investor Interest of such Series and, if applicable, the Enhancement Invested Amount at the end of the day on the last day of the Monthly Due Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Due Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates and, if applicable, the -32- 39 Enhancement Invested Amount of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Due Period in which the Reassignment Date occurs, and (b) in the case of any Receivables Purchase Series, all principal and accrued interest on such Receivables Purchase Series through such Reassignment Date and all accrued and unpaid fees and expenses and unreimbursed Loss Amounts under the related Receivables Purchase Agreement. Payment of the reassignment deposit amount with respect to each Series, Series and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, Due Period shall be considered a prepayment in full of the interest in the Receivables represented by the Investor Certificatessuch Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, Receivables with an aggregate principal balance equal to the aggregate Investor Interests and Receivables Purchase Interests of all Series with respect to which a notice directing reassignment has been given and all monies due or to become due with respect to such Receivables thereto, all Collections, all Recoveries, and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor Seller after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Seller to vest in the Transferor, or its designee or assigneeSeller, all right, title and interest of the Trustee Trust in and to the ReceivablesReceivables then existing and thereafter created in the related Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Receivables Receivables, and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofforegoing. If the Trustee or Trustee, the Investor Certificateholders or the Purchaser Representatives give notice directing the Transferor Seller to accept reassignment as provided above, the obligation of the Transferor Seller to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(d) and 2.4(a)(i) available to the Investor Certificateholders or Certificateholders, the Trustee on behalf of the Investor CertificateholdersCertificateholders or the Receivables Purchasers.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a) or (c) or subsection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Owner Trustee, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Owner Trustee and the Servicer, Indenture Trustee if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (as specified below60) within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer first Payment Date (following the Monthly Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest Noteholders on such Payment Date in accordance with the terms of each Indenture Supplement. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the applicable Transferor to accept a reassignment of the Receivables as provided above, the obligation of such Series at Transferor to accept such reassignment pursuant to this Section 2.06 and to make the end deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the day type specified in the first sentence of this Section 2.06 available to the Noteholders (or the Owner Trustee or Indenture Trustee on the last day behalf of the Monthly Period preceding Noteholders) or any Series Enhancer. Upon reassignment of the Reassignment Receivables on such Payment Date, less the amountTrust shall automatically and without further action be deemed to sell, if anytransfer, previously allocated for payment of principal assign, set-over and otherwise convey to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Trust in and to the Certificateholders of such Series on Receivables, all Interchange and Recoveries allocable to the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesTrust, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) with respect to any Series, either the Trustee or the Holders of Investor Certificates Securities evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interestaggregate Invested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersSecurityholders of such Series), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders Securityholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day Business Day preceding the Reassignment Date (provided, however, that with respect to any Series issued pursuant to a Variable Funding Supplement such amount shall be the Invested Amount of the Monthly Period preceding such Series as of the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders Securityholders on the related Distribution Date Reassignment Date, in the Monthly Period in which the Reassignment Date occurs), plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates Securities of such Series at the applicable Certificate Security Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders Securityholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesSecurities of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the such Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such Receivables and pursuant to the proceeds thereofrelated Supplement. If the Trustee or the Investor Certificateholders Securityholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders Securityholders of such Series or the Trustee on behalf of the Investor Certificateholders.Securityholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement. Section 2.5

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) with respect to any Series, either the Trustee or the Holders of Investor Certificates Securities evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interestaggregate Invested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersSecurityholders of such Series), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders Securityholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day Business Day preceding the Reassignment Date (provided, however, that with respect to any Series issued pursuant to a Variable Funding Supplement such amount shall be the Invested Amount of the Monthly Period preceding such Series as of the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders Securityholders on the related Distribution Date Reassignment Date, in the Monthly Period in which the Reassignment Date occurs), plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates Securities of such Series at the applicable Certificate Security Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders Securityholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesSecurities of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the such Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such Receivables and pursuant to the proceeds thereofrelated Supplement. If the Trustee or the Investor Certificateholders Securityholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders Securityholders of such Series or the Trustee on behalf of the Investor CertificateholdersSecurityholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b), (c) and (d) and 2.4(a)(i) and (ii) with respect to any Series, either the Trustee (if it has actual knowledge) or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount of such Series (or, in the case of a Series having more than one Class, each Class of such Series), by notice then given in writing to the Investor Certificateholders in accordance with Section 12.3 and the Transferor (and the Servicer, if given by the Trustee, and to the Trustee and the Servicer, if given by the Investor Certificateholders)Certificateholders of such Series, may direct the Transferor to accept reassignment of Contracts and the related Receivables having Principal Receivables in an amount equal to the face amount of Principal Receivables the Invested Amount to be repurchased (as specified below) within 60 30 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Contracts and the related Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b), (c) and (d) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date preceding the Reassignment Date, deposit an amount (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest then current Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment DateSeries, less the amount, if any, previously allocated and available for payment of principal to the Certificateholders of such Certificateholders Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursDate, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through and including the day preceding the Reassignment Date (or, to the extent that, pursuant to the related Supplement, the Transferor otherwise would be obligated to pay accrued interest on any portion of the Invested Amount repaid on such last dayReassignment Date only through the end of a specified interest accrual period, then interest on such portion shall be payable only through the end of such interest accrual period), less the amount, if any, previously allocated and available for payment of interest to the Certificateholders of such Series on the related Distribution Date Reassignment Date, plus (iii) any other amounts accrued and owing as specified in the Monthly Period in which the Reassignment Date occursapplicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesCertificates of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Contracts and the related Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee in Trust in, to and to under such Contracts and the related Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating thereof allocated to such Receivables and Series pursuant to the proceeds thereofrelated Supplement. If the Trustee or the Investor Certificateholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Contracts and the related Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b), (c) and (d) and 2.4(a)(i) and (ii) available to the Investor Certificateholders of such Series or the Trustee on behalf of the Investor CertificateholdersCertificateholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Contract and the related Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event of a breach in any material respect of any of the representations and warranties set forth in subsection 2.04(aSections 2.03(a), either (b), (c), or (d) or Section 2.04(a)(i), any of (i) the Trustee Trustee, (ii) the Liquidity Agent or the Holder of the Variable Funding Certificate, or (iii) the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Undivided Interests held by Investor InterestCertificateholders of any Series, by notice then given in writing to the Transferor and each Rating Agency (and to the Trustee and the Servicer, Servicer (and to Fremont Financial if Fremont Financial is not the Servicer at that time) if given by such Certificateholders, the Investor CertificateholdersLiquidity Agent or the Holder of the Variable Funding Certificate), may direct the Transferor to accept reassignment purchase (A) all Series and the Variable Funding Certificate (if notice is given by the Trustee), (B) the Series of an amount Certificates the Certificateholders of Principal Receivables which have so elected, or (as specified belowC) within the Variable Funding Certificate if the Liquidity Agent or the Holder of the Variable Funding Certificate has so elected, respectively, on or prior to the first Payment Date next succeeding 60 days of after such notice (notice, or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of make such Principal Receivables purchase or cause such purchase to be made on a Distribution such Payment Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment purchase shall be required to be made if, at any time if during such applicable period, period the representations and warranties contained in subsection 2.04(aSection 2.03(a), (b), (c), or (d) shall then be or Section 2.04(a)(i) are true and correct in all material respectsrespects as if made at such time. The Transferor shall deposit in the Collection Account on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date date of such reassignment an amount equal to the reassignment deposit amount for such Receivables Trust Fund Repurchase Price (as described in the Distribution Account or Series Account, as provided in succeeding sentence) for the related Supplement, Investor Interest and the Issuer Interest for distribution to the Investor Certificateholders pursuant on the next succeeding Payment Date applicable to Article XIIeach Certificate. The reassignment deposit amount with respect to each Series Trust Fund Repurchase Price for such reassignmentacquisition will be equal to, unless otherwise stated in the related Supplementcase of the acquisition of the Variable Funding Certificate, shall be equal to the sum of (i1) the Investor Interest of such Series Issuer Amount at the end of the day on the last day of the Monthly Period Record Date preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to date such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occursdeposit is made, plus (ii2) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at Variable Funding Certificate through the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which the distribution of such amount has been deposited deposit is scheduled to be made pursuant to Section 12.03; and in full into the Distribution Account or case of the applicable acquisition of any Series Accountof Investor Certificates, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.sum of

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) with respect to any 41 Series, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating Securities representing more than 50% of the Aggregate Investor Interestaggregate Invested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor CertificateholdersSecurityholders of such Series), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables (which shall include related Finance Charge Receivables) on a Distribution Date specified by the Transferor (such Distribution Date, the “"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 made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit provide written notice to the Rating Agencies of any such reassignment. The Transferor shall, on the Transfer Date preceding the Reassignment Date, deposit (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders Securityholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period Business Day preceding the Reassignment Date, less the amount, if any, previously on deposit in the Principal Account or any Series Account on such date and allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occursSecurityholders, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates Securities of such Series at the applicable Certificate Security Rate through such last dayBusiness Day, less the amount, if any, previously allocated for payment of interest to the Certificateholders Securityholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect on such date and allocated for payment to the Securityholders of the preceding Monthly Periodsuch Series, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesSecurities of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables in an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such reassigned Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofreassigned Receivables. If the Trustee or the Investor Certificateholders Securityholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders Securityholders of such Series or the Trustee on behalf of the Investor CertificateholdersSecurityholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a) or (c) or subsection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Owner Trustee, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Owner Trustee and the Servicer, Indenture Trustee if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within sixty (as specified below60) within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer first Distribution Date (following the Monthly Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates terms of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofIndenture Supplement. If the Owner Trustee, the Indenture Trustee or the Investor Certificateholders Noteholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.applicable Transferor

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) with respect to any Series, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount of such Series, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal Receivables equal to the face amount of the Invested Amount to be repurchased (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Distribu tion Date specified by the Transferor (such Distribution Date, the “Reassignment Date”"REASSIGNMENT DATE") occurring within such applicable period on the terms and conditions set forth below; providedPROVIDED, howeverHOWEVER, that no such reassignment shall be required to be made made, and no notice of such reassignment may be given, if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and subsections 2.4(a)(i) and (ii) shall then be true and correct in all material respects. The Transferor shall deposit shall, on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date Date, deposit an amount equal to the reassignment deposit amount for such Receivables Series in the related Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignmentany Series, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest Invested Amount of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date PROVIDED, HOWEVER, that with respect to any Series issued pursuant to a Variable Funding Supplement such amount shall be the Invested Amount of such Series as of the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date Reassignment Date, in the Monthly Period in which the -33- Reassignment Date occurs), plus PLUS (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursoccurs plus any other amounts accrued and owing as specified in the applicable Supplement. Payment of the reassignment deposit amount with respect to each any Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor CertificatesCertificates of such Series. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such the Receivables and pursuant to the proceeds thereof related Supplement shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the such Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds of the such Receivables and all Interchange, Insurance Proceeds and Recoveries relating allocated to such Receivables and pursuant to the proceeds thereofrelated Supplement. If the Trustee or the Investor Certificateholders of any Series give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the applicable Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute consti tute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(asubsections 2.3(a), (b) and (c) and 2.4(a)(i) and (ii) available to the Investor Certificateholders of such Series or the Trustee on behalf of the Investor CertificateholdersCertificateholders of such Series. The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable by the Transferor pursuant to this Agreement or any Supplement or the eligibility of any Receivable for purposes of this Agreement or any Supplement.

Reassignment of Trust Portfolio. In the event of (1) a breach of any of the representations and or warranties set forth in subsection 2.04(a)Section 2.3 or 2.4(a) or (2) a material amount of Receivables are not Eligible Receivables, and in either case such event has a materially adverse effect on Investor Certificateholders, either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestInvested Amount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal all Receivables within sixty (as specified below60) within 60 days of such notice (notice, or within such longer period as may be specified in such notice), notice (not to exceed an additional sixty (60) days) and the Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 if, at any time during on the Business Day prior to such applicable periodDistribution Date, the representations and warranties contained in subsection 2.04(aSection 2.3 and 2.4(a) 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 on the Transfer Business Day prior to the Distribution Date (in New York Clearing House, next day immediately available funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Collection Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XIISection 12.3. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, reassignment shall be equal to (i) the Investor Interest of such Series at the end of the day Aggregate Invested Amount on the last day of Record Date related to the Monthly Period preceding the Reassignment Date, applicable Distribution Date on which such deposit is made (less the amount, if any, previously allocated for payment of aggregate principal to such Certificateholders amount on the related Distribution Date deposit in the Monthly Period in which the Reassignment Date occurs, any Principal Funding Account) plus (ii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate certificate rates through such last day, less the amount, if any, previously allocated for payment end of the interest to the Certificateholders accrual periods of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occursSeries. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Collection Account in respect of the preceding Monthly Period, Collection Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificatesall such Receivables. On the Distribution Date following the Transfer Date on with respect to which such amount has been deposited in full into the Distribution Account or the applicable Series Collection Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof thereto shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, Transferor or its designee or assignee, all right, title and interest of the Trustee in Trust in, to and to under the ReceivablesReceivables and any related Product Security, all monies due or to become due with respect to such Receivables thereto and all proceeds thereof and as shall be specified in an Opinion of Counsel delivered to the Receivables Trustee to the effect that such documents and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereofinstruments comply herewith. If the Trustee or the Investor Certificateholders give a notice directing the Transferor to accept reassignment as provided aboveherein, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(eSection 2.4(d) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(aSection 2.3 or 2.4(a) or there being a material amount of Receivables which are not Eligible Receivables available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a)SECTION 2.03(a) or (c) or SECTION 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Issuer by such Transferor or the availability of the proceeds thereof to the Issuer, then either the Owner Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor InterestIndenture Trustee, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Owner Trustee and or the Servicer, Indenture Trustee if given by the Investor Certificateholdersother), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables and any Participation Interests conveyed to the Issuer by such Transferor if such breach and any material adverse effect caused by such breach are not cured within sixty (as specified below60) within 60 days of such notice (or within such longer period period, not in excess of one hundred twenty (120) days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; providedPROVIDED, howeverHOWEVER, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, sixty-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall pay to the Issuer for deposit in the Collection Account in immediately available funds not later than 11:00 a.m., New York City time, on the Transfer Date fifth (5th ) Business Day after the day on which such reassignment obligation arises, in New York Clearing Housepayment for such reassignment, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. If the Owner Trustee or the Indenture Trustee give notice directing the applicable Transferor to accept a reassignment of the Receivables and Participation Interests as provided above, shall be equal to (i) the Investor Interest obligation of such Series at Transferor to accept such reassignment pursuant to this SECTION 2.06 and to make the end payment required to be made to the Issuer for deposit in the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the day type specified in the first sentence of this SECTION 2.06 available to the Issuer, the Noteholders (or the Owner Trustee or Indenture Trustee on the last day behalf of the Monthly Period preceding Noteholders) or any Series Enhancer. Upon reassignment of the Reassignment DateReceivables and the Participation Interests on such date, less the amountIssuer shall automatically and without further action be deemed to transfer, if anyassign, previously allocated for payment of principal set-over and otherwise convey to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Issuer in and to the Certificateholders of such Series on applicable Receivables and the applicable Participation Interests, all related Distribution Date in Interchange and Recoveries allocable to the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesIssuer, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Issuer shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach Section, but only upon receipt of the representations and warranties contained an Officer's Certificate from such Transferor that states that all conditions set forth in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholdersthis Section have been satisfied.

Reassignment of Trust Portfolio. In the event of (1) a breach of any of the representations and or warranties set forth in subsection 2.04(a)Section 8(a) or Section 9(a) or (2) a material amount of Receivables are not Eligible Receivables, and in either case such event has a materially adverse effect on the Trustee Purchaser or Investor Certificateholders, the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, Purchaser by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders)Seller, may direct the Transferor Seller to accept reassignment of an amount of Principal all Receivables within sixty (as specified below60) within 60 days of such notice (notice, or within such longer period as may be specified in such notice), notice (not to exceed an additional sixty (60) days) and the Transferor Seller shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) Purchaser 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 if, at any time during on the Business Day prior to such applicable periodDistribution Date, the representations and warranties contained in subsection 2.04(aSection 8(a) or 9(a) shall then be true and correct in all material respects, or there shall no longer be a material amount of Ineligible Receivables, as the case may be. The Transferor Seller shall deposit pay the Purchaser on the Transfer Business Day immediately prior to the Distribution Date (in New York Clearing House, next day immediately available funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Collection Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, reassignment shall be equal to (i) the Investor Interest of such Series at the end of the day Aggregate Invested Amount on the last day of Record Date related to the Monthly Period preceding the Reassignment Date, applicable Distribution Date on which such payment is made (less the amount, if any, previously allocated for payment of aggregate principal to such Certificateholders amount on the related Distribution Date deposit in the Monthly Period in which the Reassignment Date occurs, any principal funding account) plus (ii) an amount equal to all interest accrued but unpaid interest on the Investor Certificates of such all Series at the applicable Certificate Rate certificate rates through such last day, less the amount, if any, previously allocated for payment end of the interest to the Certificateholders accrual periods of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on with respect to which such amount has been deposited paid in full into to the Distribution Account or the applicable Series AccountPurchaser, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of relating thereto shall be reconveyed to the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables Seller and the proceeds thereof Purchaser shall be released to the Transferor after payment of all amounts otherwise due hereunder on execute or prior to such dates and cause the Trustee shall to execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor Seller to vest in the Transferor, Seller or its designee or assignee, all right, title and interest of the Trustee in Purchaser in, to and to under the Receivables, all monies due or to become due with respect to such Receivables thereto and all proceeds thereof and as shall be specified in an Opinion of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available Counsel delivered to the Investor Certificateholders or Purchaser to the Trustee on behalf of the Investor Certificateholderseffect that such documents and instruments comply herewith.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a) or (c) or subsection 2.04(a)(i), (v) or (ix) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables conveyed to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Owner Trustee, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor InterestOutstanding Amount, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Owner Trustee and the Servicer, Indenture Trustee if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables conveyed to the Trust by such Transferor if such breach and the material adverse effect on the Receivables caused by such breach is not cured within sixty (as specified below60) within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables will not be required reassigned to be made such Transferor if, at on any time during such The applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer first Payment Date (following the Monthly Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest Noteholders on such Payment Date in accordance with the terms of each Indenture Supplement. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the applicable Transferor to accept a reassignment of the Receivables as provided above, the obligation of such Series at Transferor to accept such reassignment pursuant to this Section 2.06 and to make the end deposit required to be made to the Collection Account as provided in this paragraph shall constitute the sole remedy respecting an event of the day type specified in the first sentence of this Section 2.06 available to the Noteholders (or the Owner Trustee or Indenture Trustee on the last day behalf of the Monthly Period preceding Noteholders) or any Series Enhancer. Upon reassignment of the Reassignment Receivables on such Payment Date, less the amountTrust shall automatically and without further action be deemed to sell, if anytransfer, previously allocated for payment of principal assign, set- over and otherwise convey to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Trust in and to the Certificateholders of such Series on Receivables, all Interchange and Recoveries allocable to the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesTrust, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a2.4(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of 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), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “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 if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates of such Series at the applicable Certificate Rate through such last daythe Reassignment Date, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On Certificates on the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) and Recoveries (if any) allocable to the proceeds thereof Series shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trustee Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and Interchange (if any) and Recoveries (if any) allocable to the proceeds thereofSeries. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a2.4(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholders.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(a2.03(a) or (c) or subsection 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor Interestaggregate unpaid principal amount of all outstanding Notes, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Indenture Trustee and the Servicer, if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables (as specified below) and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period period, not in excess of 120 days, as may be specified in such notice), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer first Payment Date (following the Monthly Period in New York Clearing Housewhich such reassignment obligation arises, next day funds) preceding the Reassignment Date in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Payment Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on Indenture Trustee or the Investor Certificates of such Series at Noteholders give notice directing the applicable Certificate Rate through such last day, less the amount, if any, previously allocated for payment of interest Transferor to the Certificateholders of such Series on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs. Payment of the accept a reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by and Participation Interests as provided above, the Investor Certificates. On obligation of such Transferor to accept such reassignment pursuant to this Section 2.06 and to make the Distribution Date following deposit required to be made to the Transfer Date on which such amount has been deposited Collection Account as provided in full into this paragraph shall constitute the Distribution Account sole remedy respecting an event of the type specified in the first sentence of this Section 2.06 available to the Noteholders (or the applicable Indenture Trustee on behalf of the Noteholders) or any Series Account, Enhancer. Upon reassignment of the Receivables and Participation Interests on such Payment Date, the Trust shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the applicable Transferor, without recourse, representation or warranty, all of the right, title and interest of the Trust in and to the Receivables and Participation Interests, all Recoveries allocable to the Trust, all monies and amounts due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor Certificateholderssubsection.

Reassignment of Trust Portfolio. In the event any representation or warranty of a breach of any of the representations and warranties Transferor set forth in subsection 2.04(aSection 2.03(a) or (c) or Section 2.04(a)(i) or (v) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables or Participation Interests conveyed to the Trust by such Transferor or the availability of the proceeds thereof to the Trust (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement), then either the Trust, the Indenture Trustee or the Holders of Investor Certificates Notes evidencing Undivided Interests aggregating more not less than 50% of the Aggregate Investor InterestOutstanding Amount of the Notes of all Series, by notice then given in writing to such Transferor and the Transferor Servicer (and to the Trust and Indenture Trustee and the Servicer, if given by the Investor CertificateholdersNoteholders), may direct the such Transferor to accept a reassignment of an amount of Principal the Receivables (as specified below) and any Participation Interests conveyed to the Trust by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within or, if the Transferor is diligently pursuing a cure of such longer period as may be specified in such noticebreach, 150 days), and the upon those conditions such Transferor shall be obligated to accept such reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall Receivables and Participation Interests will not be required reassigned to be made such Transferor if, at on any time during day prior to the end of such applicable period, 60-day or longer period (i) the representations relevant representation and warranties contained in subsection 2.04(a) warranty shall then be true and correct in all material respectsrespects as if made on such day and (ii) such Transferor shall have delivered to the Trust a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty has become true and correct. The applicable Transferor shall deposit on in the Transfer Date (Collection Account in immediately available funds not later than 1:00 p.m., New York Clearing HouseCity time, next day funds) preceding the Reassignment Date two Business Days after which such reassignment obligation arises, in payment for such reassignment, an amount equal to the reassignment deposit amount for such Receivables in sum of the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount amounts specified therefor with respect to each outstanding Series for such reassignment, unless otherwise stated in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be equal distributed to (i) the Investor Interest of Noteholders on such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in accordance with the Monthly Period in which terms of each Indenture Supplement. If the Reassignment Date occursTrust, plus (ii) an amount equal the Indenture Trustee or the Noteholders give notice directing the applicable Transferor to all interest accrued but unpaid on accept a reassignment of the Investor Certificates Receivables and Participation Interests as provided above, the obligation of such Transferor to accept such reassignment pursuant to this Section 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 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or any Series at Enhancer. Upon reassignment of the Receivables and the Participation Interests on such Distribution Date, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Certificate Rate through such last dayTransferor, less without recourse, representation or warranty, all the amountright, if any, previously allocated for payment title and interest of interest the Trust in and to the Certificateholders of such Series on Receivables and the related Distribution Date in Participation Interests, all Recoveries allocable to the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each SeriesTrust, and all other monies and amounts in the Distribution Account or the applicable Series Account in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables thereto and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee thereof. The Trust shall execute such documents and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, assignment and take such other actions as shall reasonably be prepared by and as are reasonably requested by the applicable Transferor to vest in effect the Transferor, or its designee or assignee, all right, title and interest conveyance of the Trustee in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount property pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Investor Certificateholders or the Trustee on behalf of the Investor CertificateholdersSection.