Common use of Reassignment upon Breach Clause in Contracts

Reassignment upon Breach. Except as otherwise provided below in this subsection, if any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein and such breach has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer), the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as breach of any of the date specified therein representations and such breach warranties set forth in Section 2.03(a) has a material adverse effect on a Receivable, then, within 30 days (the Noteholders’ Collateral in Transferred Receivables or such longer period as may be agreed Other Floorplan Assets transferred to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or receipt the Holders of Notes evidencing at least a majority of the Outstanding Amount of all outstanding Notes, by notice then given in writing to the Transferor of written notice of any such breach given by (and to the Owner Trustee, the Indenture Trustee, the Servicer or and any Series EnhancersEnhancer if given by the Noteholders), may direct the Transferor will to accept reassignment of all the Transferred Receivables and Interests in Other Floorplan Assets transferred by it to the Issuer within 60 days of such Receivable notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment on the Determination Distribution Date immediately succeeding the expiration of such 30-60 day period (or such longer period as may agreed to by the Indenture Trustee and the Servicerbe specified) on the terms and conditions set forth in the next succeeding paragraphbelow; provided, however, that no such reassignment will be is required to be made if, by the end of such 30-60 day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicerspecified), the representations and warranties set forth in Section 2.04(a2.03(a) are then true and correct satisfied in all material respects respects, and any material adverse effect on the Noteholders’ Collateral in Transferred Receivables and Interests in Other Floorplan Assets caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of deposit into the Collection Period Account in immediately available funds on the Business Day immediately preceding the Distribution Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the Reassignment Amount with respect to each outstanding Series in the related Indenture Supplement. IfNotwithstanding anything to the contrary in this Agreement, following such deduction, deposited amount will be distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereofInterest. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Transferred Receivables and Interests in Other Floorplan Assets pursuant to this Section. The If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept reassignment of all the Transferred Receivables and Interests in Other Floorplan Assets transferred by the Transferor as provided above, the obligation of the Transferor to accept such reassignment of any such Receivable and make the required deposit into the Collection Account pursuant to pay any related Transferor Deposit Amount this Section constitutes the sole remedy with respect to the an event of the type specified in the first sentence of this Section 2.04(c2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except as otherwise provided below in this subsection, if any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein and such breach has a material adverse effect on a ReceivableTransferred Receivable or Interests in Other Floorplan Assets, then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Transferred Receivable or Interests in Other Floorplan Assets on the Determination Date immediately succeeding the expiration of such 30-30 day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-30 day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer), the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Transferred Receivable or Interest in Other Floorplan Assets pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Transferred Receivables and such Interest in Other Floorplan Assets from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "“Transferor Deposit Amount"”) by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such ReceivablesTransferred Receivables or such Interest in Other Floorplan Assets); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Transferred Receivables or Interests in Other Floorplan Assets will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the ReceivablesTransferred Receivables or Interests in Other Floorplan Assets, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such ReceivableTransferred Receivable or Interests in Other Floorplan Assets, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, Transferred Receivable and all Related Security and or such Interests in Other Floorplan Assets and, in each case, all moneys monies due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Transferred Receivables or Interest in Other Floorplan Assets pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Transferred Receivable or Interests in Other Floorplan Assets and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as breach of any of the date specified therein representations and such breach warranties set forth in Section 2.03(a) has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed the Noteholders' Collateral in Receivables transferred to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or receipt the Holders of Notes evidencing at least a majority of the Outstanding Amount of all outstanding Notes, by notice then given in writing to the Transferor of written notice of any such breach given by (and to the Owner Trustee, the Indenture Trustee, the Servicer or and any Series EnhancersEnhancer if given by the Noteholders), may direct the Transferor will to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such Receivable notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment on the Determination Distribution Date immediately succeeding the expiration of such 3060-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicerbe specified) on the terms and conditions set forth in the next succeeding paragraphbelow; provided, however, that no such reassignment will be is required to be made if, by the end of such 3060-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicerspecified), the representations and warranties set forth in Section 2.04(a2.03(a) are then true and correct satisfied in all material respects respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of deposit into the Collection Period Account in immediately available funds on the Business Day immediately preceding the Distribution Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the Reassignment Amount with respect to each outstanding Series in the related Indenture Supplement. IfNotwithstanding anything to the contrary in this Agreement, following such deduction, deposited amount will be distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereofInterest. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept reassignment of all the Receivables transferred by the Transferor as provided above, the obligation of the Transferor to accept such reassignment of any such Receivable and make the required deposit into the Collection Account pursuant to pay any related Transferor Deposit Amount this Section constitutes the sole remedy with respect to the an event of the type specified in the first sentence of this Section 2.04(c2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein and such breach has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer)period, the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables Receivable from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. IfIf such deduction would cause the Adjusted Pool Balance to fall below the Required Participation Amount, following such deductionthen (i) pursuant to Section 2.06, the Transferor Amount is less than shall designate additional Eligible Accounts as Additional Accounts, such that the Adjusted Pool Balance exceeds the Required Transferor Amount on the immediately preceding Determination Date Participation Amount, or (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, ii) the Transferor will shall deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor fails to transfer such Receivable and Related Security arising in connection with such Additional Accounts, or if the related Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts amount of such Receivables Receivable will not be deducted from the Pool Balance to for purposes of determining whether the extent that the Transferor Amount is not reduced Adjusted Pool Balance has fallen below the Required Transferor Participation Amount and the Receivables, the principal amounts collections in respect of which have not been so deducted, such Receivable will not continue to be reassigned to the Transferor included in Interest Collections and will remain part of the Trust AssetsPrincipal Collections. Upon reassignment of any such Receivable, but only after the transfer by the Transferor of Receivables and Related Security with respect to Additional Accounts or payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables Receivable pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except The Issuer or the Indenture Trustee, as otherwise provided below the case may be, shall inform the other parties to this Indenture and the Noteholders promptly, in this subsectionwriting, if upon the discovery of any representation or warranty under Section 2.04(a) is not true and correct as breach of the date specified therein representations and warranties made by the Issuer pursuant to Sections 7.1(g), (l) or (m) or any of the covenants of the Issuer made pursuant to Section 8.3 that materially and adversely affects the interest of the Noteholders in any Financed Student Loan (any such breach has that does not affect any Student Loan Guarantor's) obligation to guarantee payment of such Financed Student Loan shall not be considered to have a material adverse effect on and, if pursuant to a ReceivableSeries Supplement the Noteholders have an interest in the Alternative Loan Guarantor's obligation to guarantee payment of such Financed Student Loan, thenany breach that does not affect any Alternative Loan Guarantor's obligation to guarantee payment of such Financed Student Loan shall not be considered to have a material adverse effect). Unless any such breach which materially and adversely (subject to the preceding parenthetical) affects the interests of the Noteholders, shall have been cured within 30 days (or such longer period as may be agreed to following the discovery thereof by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, Issuer or receipt by the Transferor Issuer of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by from the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer)breach, the representations Financed Student Loan as to which such representation and warranties set forth in Section 2.04(awarranty or covenant relates shall be released from the Collateral and reassigned (a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach Student Loan to the Eligible Lender Trustee, and (b) in the case of an Alternative Loan to the Seller (each, a "Reassignment"), as of the first Determination Date succeeding the end of such 30 day period. In consideration of and as a precondition to the reassignment of such Financed Student Loan, the Issuer shall deposit to the Collection Account on such Determination Date immediately available funds equal to the Purchase Amount. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing the Issuer may, at its option in lieu of depositing such Purchase Amount to the Collection Account on such date, cause, as the case may be, either (i) the Eligible Lender Trustee to pledge to the Indenture Trustee on such date for inclusion in the Collateral a new Eligible Student Loan in substitution for such Student Loan which was a Financed Student Loan, such new Eligible Student Loan to have a Principal Balance plus accrued and unpaid interest at least equal to the Substitution Amount of the Student Loan for which it is being substituted and bearing an interest rate that is the maximum allowed by law for the related student loan program, by delivering an updated Student Loan Schedule to the Indenture Trustee reflecting such substitution or (ii) the Issuer to pledge to the Indenture Trustee on such date for inclusion in the Collateral a new Eligible Alternative Loan in substitution for such Alternative Loan, such new Alternative Loan to have a Principal Balance plus accrued and unpaid interest at least equal to the Substitution Amount of the Alternative Loan for which it is being substituted and, if applicable, bearing an interest rate that is the maximum allowed by law for the related student loan program, by delivering an updated Alternative Loan Schedule to the Indenture Trustee reflecting such substitution (in either case, a "Substitution"). The Indenture Trustee shall execute such documents reasonably requested by the Issuer in order to effect such reassignment and to release the Indenture Trustee's Lien thereunder. The sole remedy of the Indenture Trustee or the Noteholders with respect to a representation breach of representations and warranty under Section 2.04(a)(iwarranties pursuant to Sections 7.1(g), (l) will be five Business Days and (or such longer period as may be agreed to by the Indenture Trustee m) and the Servicer). In connection with any reassignment of a Receivable pursuant covenants contained in Section 8.3 shall be to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, require the Issuer will automatically and without further action be deemed to transfer, assign, set over and otherwise convey to deposit the Transferor, without recourse, representation Purchase Amount or warranty, all the right, title and interest of the Issuer in and to such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions substitute Financed Student Loans as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders)provided above.

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as breach of any of the date specified therein representations and such breach warranties set forth in Section 2.03(a) has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed the Noteholders' Collateral in Receivables transferred to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or receipt the Holders of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding Series, by notice then given in writing to the Transferor of written notice of any such breach given by (and to the Owner Trustee, the Indenture Trustee, the Servicer or and any Series EnhancersEnhancer if given by the Noteholders), may direct the Transferor will to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such Receivable notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment on the Determination Date immediately succeeding the expiration of such 3060-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicerbe specified) on the terms and conditions set forth in the next succeeding paragraphbelow; provided, however, that no such reassignment will be is required to be made if, by the end of such 3060-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicerspecified), the representations and warranties set forth in Section 2.04(a2.03(a) are then true and correct satisfied in all material respects respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of deposit into the Collection Period Account in immediately available funds on the Business Day preceding the Payment Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the Reassignment Amounts with respect to each outstanding Series in the related Indenture Supplement. IfNotwithstanding anything to the contrary in this Agreement, following such deduction, deposited amount will be distributed to the Noteholders on such Payment Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereofInterest. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept reassignment of all the Receivables transferred by the Transferor as provided above, the obligation of the Transferor to accept such reassignment of any such Receivable and make the required deposit into the Collection Account pursuant to pay any related Transferor Deposit Amount this Section constitutes the sole remedy with respect to the an event of the type specified in the first sentence of this Section 2.04(c2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except as otherwise provided below in this subsectionIssuer, if the Administrative Agent, any representation Funding Agent or warranty under Section 2.04(a) is not true and correct as of the date specified therein and such breach has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee and Trustee, as the Servicer) of case may be, shall inform the earlier other parties to occur of this Agreement promptly, in writing, upon the discovery of any breach in any material respects of the representations and warranties made or deemed made by Issuer pursuant to Section 6.01(g) or (o) or any breach in any material respects of the covenants of Issuer made pursuant to Section 7.03. Unless any such breach shall have been cured within thirty (30) days following the discovery thereof by the Transferor, Issuer or receipt by the Transferor Issuer of written notice of any such breach given by the Owner Trustee, from the Indenture Trustee, such Funding Agent or the Servicer or any Series EnhancersAdministrative Agent of such breach, the Transferor will accept reassignment Pledged Student Loan as to which such representation and warranty or covenant relates shall be reassigned to Issuer (a “Reassignment”) as of such Receivable on the Determination Date immediately first day succeeding the expiration of such 30-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-day period (or that is the last day of a calendar month. In consideration of and simultaneously with the Reassignment of such longer period as may be agreed to by the Indenture Trustee and the Servicer)Pledged Student Loan, the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything Issuer shall deposit to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up equal to the principal amount outstanding Principal Balance of such Receivables); providedPledged Student Loan, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance plus accrued and unpaid interest thereon (to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivablespreviously capitalized), the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of plus any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due Unamortized Premium thereon plus any unreimbursed Monthly Advance with respect thereto (the “Reassignment Amount”). Notwithstanding the foregoing, so long as no Event of Termination shall have occurred and all proceeds thereof. The Owner Trustee will execute be continuing, during the Revolving Period, Issuer may, at its option in lieu of depositing such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Reassignment Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available Collection Account on such date, may pledge to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of such date for inclusion in the Noteholders).Collateral a new Eligible Student Loan in substitution for such Pledged Student Loan with respect to which a Borrowing could be made (assuming Issuer requested a Borrowing in connection with such new Eligible Student Loan pursuant to

Reassignment upon Breach. Except The Issuer or the Indenture Trustee, as otherwise provided below the case may be, shall inform the other parties to this Indenture, the Class A Noteholders and the Insurer promptly, in this subsectionwriting, if upon the discovery of any representation or warranty under Section 2.04(a) is not true and correct as breach in any material respects of the date specified therein representations and warranties made by the Issuer pursuant to Sections 5.01(g) or (l) or any breach in any material respects of the covenants of the Issuer made pursuant to Section 6.03; provided that a material breach of such representations, warranties and covenants shall be deemed to have occurred only if the related Student Loan Guaranty Agreements (or, in the case of TuitionGard, the TuitionGard Policies) are affected. Unless any such breach has a material adverse effect on a Receivable, then, shall have been cured within 30 days (or such longer period as may be agreed to in the sole discretion of the Insurer, 60 days) following the discovery thereof by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, Issuer or receipt by the Transferor Issuer of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by from the Indenture Trustee of such breach, the Financed Student Loan as to which such representation and warranty or covenant relates shall be released from the Servicer) on Collateral and reassigned to the terms and conditions set forth in Eligible Lender Trustee (a "Reassignment"), as of the next first Transfer Date succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-day period (or 60-day period, respectively. In consideration of and simultaneously with the reassignment of such longer period as may be agreed to by the Indenture Trustee and the Servicer)Financed Student Loan, the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by Issuer shall deposit to the breach has been curedCollection Account on such Transfer Date immediately available funds equal to the Purchase Amount. Notwithstanding anything the foregoing, so long as no Event of Default shall have occurred and be continuing, during the Revolving Period, the Issuer may, at its option in lieu of depositing such Purchase Amount to the contrary in this Section 2.04(c)Collection Account on such date, the applicable grace period may pledge, or in the case of a breach with respect Federal Student Loans, cause the Eligible Lender Trustee to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed pledge, to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf such date for inclusion in the Collateral a new Eligible Student Loan in substitution for such Financed Student Loan having a Principal Balance plus accrued and unpaid interest at least equal to the Substitution Amount of the Noteholders).Financed Student Loan being substituted, by delivering an updated Student Loan

Reassignment upon Breach. Except as otherwise provided below in this subsection, if any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein and such breach has a material adverse effect on a ReceivableTransferred Receivable or Interests in Other Floorplan Assets, then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Transferred Receivable or Interests in Other Floorplan Assets on the Determination Date immediately succeeding the expiration of such 30-30 day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-30 day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer), the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Transferred Receivable or Interest in Other Floorplan Assets pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Transferred Receivables and such Interest in Other Floorplan Assets from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such ReceivablesTransferred Receivables or such Interest in Other Floorplan Assets); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Transferred Receivables or Interests in Other Floorplan Assets will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the ReceivablesTransferred Receivables or Interests in Other Floorplan Assets, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such ReceivableTransferred Receivable or Interests in Other Floorplan Assets, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, Transferred Receivable and all Related Security and or such Interests in Other Floorplan Assets and, in each case, all moneys monies due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Transferred Receivables or Interest in Other Floorplan Assets pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Transferred Receivable or Interests in Other Floorplan Assets and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except The Issuer or the Indenture Trustee, as otherwise provided below the case may be, shall inform the other parties to this Indenture and the Noteholders promptly, in this subsectionwriting, if upon the discovery of any representation or warranty under Section 2.04(a) is not true and correct as breach of the date specified therein representations and warranties made by the Issuer pursuant to Sections 2.01(g) or (l) or any of the covenants of the Issuer made pursuant to Section 3.07 that materially and adversely affects the interest of the Noteholders in any Financed Student Loan (any such breach has that does not affect any Student Loan Guarantor's obligation to guarantee payment of such Financed Student Loan shall not be considered to have a material adverse effect on a Receivable, then, effect). Unless any such breach which materially and adversely (subject to the preceding parenthetical) affects the interests of the Noteholders in the affected Financed Student Loan shall have been cured within 30 days (or such longer period as may be agreed to in the sole discretion of a majority of the outstanding principal amount of the Notes comprising the Controlling Class, 60 days) following the discovery thereof by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, Issuer or receipt by the Transferor Issuer of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by from the Indenture Trustee of such breach, the Financed Student Loan as to which such representation and warranty or covenant relates shall be released from the Servicer) on Collateral and reassigned to the terms and conditions set forth in Eligible Lender Trustee, (a "Reassignment"), as of the next first Determination Date succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-day period (or 60-day period, respectively. In consideration of and simultaneously with the reassignment of such longer period Financed Student Loan, the Issuer shall deposit to the Collection Account on such Determination Date immediately available funds equal to the Purchase Amount. Notwithstanding the foregoing, so long as may no Event of Default shall have occurred and be agreed continuing the Issuer may, at its option in lieu of depositing such Purchase Amount to by the Collection Account on such date, cause the Eligible Lender Trustee to pledge to the Indenture Trustee on such date for inclusion in the Collateral a new Eligible Student Loan in substitution for such Eligible Student Loan which was a Financed Student Loan having a Principal Balance plus accrued and unpaid interest at least equal to the ServicerSubstitution Amount of the Eligible Student Loan which was a Financed Student Loan being substituted and bearing an interest rate that is the maximum allowed by law for the related student loan program, by delivering an updated Student Loan Schedule to the Indenture Trustee reflecting such substitution (a "Substitution"), the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused . The Indenture Trustee shall execute such documents reasonably requested by the breach has been curedIssuer in order to effect such reassignment and to release the Indenture Trustee's Lien thereunder. Notwithstanding anything to The sole remedy of the contrary in this Section 2.04(c), Indenture Trustee or the applicable grace period in the case of a breach Noteholders with respect to a representation breach of representations and warranty under Section 2.04(a)(iwarranties pursuant to Sections 2.01(g) will be five Business Days and (or such longer period as may be agreed to by the Indenture Trustee l) and the Servicer). In connection with any reassignment of a Receivable pursuant covenants contained in Section 3.07 shall be to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, require the Issuer will automatically and without further action be deemed to transfer, assign, set over and otherwise convey to deposit the Transferor, without recourse, representation Purchase Amount or warranty, all the right, title and interest of the Issuer in and to such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions substitute Financed Student Loans as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders)provided above.

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein with respect to a Receivable and such breach has a material adverse effect on a such Receivable, then, within 30 60 days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer) of after the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach (specifying the nature thereof) given by the Owner TrusteeIssuer, the Indenture Trustee, Trustee or the Servicer or any Series EnhancersServicer, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 3060-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made accepted if, by the end of such 3060-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer)period, the representations and warranties set forth in Section 2.04(a) that were the subject of such breach are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything The balance of any Principal Receivable subject to the contrary in reassignment pursuant to this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will shall be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables excluded from the Pool Balance on or before the end last day of the Collection Period in which such the reassignment obligation arises. IfIf such deduction would cause the Adjusted Pool Balance to fall below the Required Participation Amount, following such deductionthen either (i) pursuant to Section 2.06, the Transferor Amount is less than shall designate additional Eligible Accounts as Additional Accounts, such that the Adjusted Pool Balance exceeds the Required Transferor Amount on the immediately preceding Determination Date Participation Amount, or (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, ii) the Transferor will shall deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor fails to transfer the Receivables and Related Security arising in connection with such Additional Accounts, or if the related Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts collections in respect of such Receivables Reassigned Receivable will continue to be deducted from included in Interest Collections and Principal Collections. After the Pool Balance to the extent that transfer by the Transferor Amount is not reduced below the Required Transferor Amount of Receivables and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned Related Security with respect to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after Additional Accounts or payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee Issuer will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables Receivable pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to transfer Receivables and Related Security arising in connection with Additional Accounts or pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Issuer and the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as breach of any of the date specified therein representations and such breach warranties set forth in Section 2.03(a) has a material adverse effect on a Receivable, then, within 30 days (the Noteholders' Collateral in Transferred Receivables or such longer period as may be agreed Other Floorplan Assets transferred to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or receipt the Holders of Notes evidencing at least a majority of the Outstanding Amount of all outstanding Notes, by notice then given in writing to the Transferor of written notice of any such breach given by (and to the Owner Trustee, the Indenture Trustee, the Servicer or and any Series EnhancersEnhancer if given by the Noteholders), may direct the Transferor will to accept reassignment of all the Transferred Receivables and Interests in Other Floorplan Assets transferred by it to the Issuer within 60 days of such Receivable notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment on the Determination Distribution Date immediately succeeding the expiration of such 30-60 day period (or such longer period as may agreed to by the Indenture Trustee and the Servicerbe specified) on the terms and conditions set forth in the next succeeding paragraphbelow; provided, however, that no such reassignment will be is required to be made if, by the end of such 30-60 day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicerspecified), the representations and warranties set forth in Section 2.04(a2.03(a) are then true and correct satisfied in all material respects respects, and any material adverse effect on the Noteholders' Collateral in Transferred Receivables and Interests in Other Floorplan Assets caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of deposit into the Collection Period Account in immediately available funds on the Business Day immediately preceding the Distribution Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the Reassignment Amount with respect to each outstanding Series in the related Indenture Supplement. IfNotwithstanding anything to the contrary in this Agreement, following such deduction, deposited amount will be distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereofInterest. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Transferred Receivables and Interests in Other Floorplan Assets pursuant to this Section. The If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept reassignment of all the Transferred Receivables and Interests in Other Floorplan Assets transferred by the Transferor as provided above, the obligation of the Transferor to accept such reassignment of any such Receivable and make the required deposit into the Collection Account pursuant to pay any related Transferor Deposit Amount this Section constitutes the sole remedy with respect to the an event of the type specified in the first sentence of this Section 2.04(c2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as breach of any of the date specified therein representations and such breach warranties set forth in Section 2.03(a), Section 2.06(f) and Section 2.08(d) has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed the Noteholders' Collateral in Receivables transferred to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or receipt the Holders of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding Series, by notice then given in writing to the Transferor of written notice of any such breach given by (and to the Owner Trustee, the Indenture Trustee, the Servicer or and any Series EnhancersEnhancer if given by the Noteholders), may direct the Transferor will to accept reassignment of all the Receivables transferred by it to the Issuer within 30 days of such Receivable notice, and the Transferor is obligated to accept such reassignment on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraphbelow; provided, however, that no such reassignment will be is required to be made if, by the end of such 30-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer)period, the representations and warranties set forth in Section 2.04(a2.03(a) are then true and correct satisfied in all material respects respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of deposit into the Collection Period Account in immediately available funds on the Business Day preceding the Payment Date on which such reassignment obligation arises. If, following in payment for such deductionreassignment, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect an amount equal to the allocations, distributions, withdrawals and deposits sum of the Reassignment Amounts with respect to be made on each outstanding Series in the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up related Indenture Supplement. Notwithstanding anything to the principal contrary in this Agreement, such deposited amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance distributed to the extent that Noteholders on such Payment Date in accordance with the Transferor Amount is not reduced below the Required Transferor Amount Indenture and the Receivables, the principal amounts each Indenture Supplement in payment of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereoftheir Notes. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept reassignment of all the Receivables transferred by the Transferor as provided above, the obligation of the Transferor to accept such reassignment of any such Receivable and make the required deposit into the Collection Account pursuant to pay any related Transferor Deposit Amount this Section constitutes the sole remedy with respect to the an event of the type specified in the first sentence of this Section 2.04(c2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as breach of any of the date specified therein representations and such breach warranties set forth in Section 2.03(a) has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed the Noteholders' Collateral in Receivables transferred to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or receipt the Holders of Notes evidencing at least a majority of the Outstanding Amount of all outstanding Notes, by notice then given in writing to the Transferor of written notice of any such breach given by (and to the Owner Trustee, the Indenture Trustee, the Servicer or and any Series EnhancersEnhancer if given by the Noteholders), may direct the Transferor will to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such Receivable notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment on the Determination a Distribution Date immediately succeeding the expiration of such 3060-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicerbe specified) on the terms and conditions set forth in the next succeeding paragraphbelow; provided, however, that no such reassignment will be is required to be made if, by the end of such 3060-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicerspecified), the representations and warranties set forth in Section 2.04(a2.03(a) are then true and correct satisfied in all material respects respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of deposit into the Collection Period Account in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the Reassignment Amount with respect to each outstanding Series in the related Indenture Supplement. IfNotwithstanding anything to the contrary in this Agreement, following such deduction, deposited amount will be distributed to the Noteholders on such Distribution Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereofInterest. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept reassignment of all the Receivables transferred by the Transferor as provided above, the obligation of the Transferor to accept such reassignment of any such Receivable and make the required deposit into the Collection Account pursuant to pay any related Transferor Deposit Amount this Section constitutes the sole remedy with respect to the an event of the type specified in the first sentence of this Section 2.04(c2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. Except The Borrower, the Servicer, the Collateral Agent, the Administrative Agent or any Lender, as otherwise provided below the case may be, shall inform the other parties to this Agreement promptly, in this subsectionwriting, if upon the discovery by a Responsible Officer thereof of any representation or warranty under Section 2.04(a) is not true and correct as breach of the date specified therein representations and such breach has a material adverse effect on a Receivable, then, within 30 days (warranties made or such longer period as may be agreed to deemed made by the Indenture Trustee and Borrower pursuant to Section 6.01(m) with respect to any Receivable or Section 6.02; provided that any failure to so notify shall not relieve the Servicer) of the earlier to occur of the discovery of Borrower from any obligations under this Section 6.03. Unless any such breach is able to be cured and has been cured within ten (10) Business Days following the discovery thereof by a Responsible Officer of the Transferor, Borrower or receipt by the Transferor Borrower of written notice from the Servicer, the Collateral Agent, the Administrative Agent or any Lender of such breach, any Receivable as to which such breach given representation or warranty relates shall cease to be an Eligible Receivable, shall be released by the Owner Trustee, Collateral Agent from the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to Collateral and reassigned by the Indenture Trustee Borrower to the Seller at the direction of the Borrower (in either case, upon and subject to payment by the ServicerBorrower of the Reassignment Amount described below) or purchased by the Seller (a “Reassignment”) on the terms and conditions set forth in Business Day which is immediately after the next succeeding paragraphend of such ten (10) Business Day period; provided, however, that no such reassignment will Receivable shall be required to be made if, by immediately excluded from the end calculation of the Borrowing Base until such 30-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer), the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything In consideration of and simultaneously with the Reassignment of any Receivable on any date, the Borrower shall remit, or cause to be remitted, to the contrary Administrative Agent (for deposit into the Collection Account) in immediately available funds on such date in an amount equal to the Principal Balance of such Receivable as of the end of the most recent Collection Period (the “Reassignment Amount”), and the Borrower or the Seller, as the case may be, shall thereafter be entitled to receive all Collections on the Receivable subject to such Reassignment received by (or on behalf of) the Servicer after the end of the most recent Collection Period; provided, further, however, so long as the Revolving Period shall be in effect; no Borrowing Base Deficiency shall then exist; and the date of such Reassignment is a Settlement Date or Release Date and funds in an amount no less than the Reassignment Amount shall be available to be distributed to the Borrower on such Settlement Date or Release Date, as applicable, under clause eleventh of Section 3.03(a) before giving effect to the payment of any Reassignment Amount, the Borrower shall not be required to remit the Reassignment Amount on such Settlement Date or Release Date, as applicable. Any Reassignment shall be free and clear of all security interests created under this Agreement and the other Transaction Documents, which shall automatically be deemed released and terminated simultaneously upon (x) the Administrative Agent’s receipt in immediately available funds of the applicable Reassignment Amount, if such payment is required pursuant to the above and (y) the effectiveness of such Reassignment, if payment of the Reassignment Amount is not required pursuant to the above. The foregoing provisions of this Section 2.04(c), 6.03 and the applicable grace period in provisions of Section 10.01 shall constitute the case sole and exclusive remedies for any breach of a breach any representation or warranty made or deemed made by the Borrower with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on Section 6.01(m) or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders)6.02.

Reassignment upon Breach. Except as otherwise provided below in this subsection, if If any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein and such breach has a material adverse effect on a Receivable, then, within 30 days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer) of the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may agreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-day period (or such longer period as may be agreed to by the Indenture Trustee and the Servicer), the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured. Notwithstanding anything to the contrary in this Section 2.04(c), the applicable grace period in the case of a breach with respect to a representation and warranty under Section 2.04(a)(i) will be five Business Days (or such longer period as may be agreed to by the Indenture Trustee and the Servicer). In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Transferor Amount is less than the Required Transferor Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then no not later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Excess Funding Account in immediately available funds the amount (the "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Receivables); provided, however, that if the Transferor Deposit Amount is not deposited as required by this sentence, then the principal amounts of such Receivables will only be deducted from the Pool Balance to the extent that the Transferor Amount is not reduced below the Required Transferor Amount and the Receivables, the principal amounts of which have not been so deducted, will not be reassigned to the Transferor and will remain part of the Trust Assets. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to 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 such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).