Common use of Reassignment upon Breach Clause in Contracts

Reassignment upon Breach. If any breach of any of the representations and warranties set forth in Section 2.03(a) has a material adverse effect on the Noteholders' Collateral in Receivables transferred to the Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or 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 (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such 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 60-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. In connection with any reassignment pursuant to this Section, the Transferor will deposit into the Collection 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. Notwithstanding anything to the contrary in this Agreement, such 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 Interest. 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. 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 and make the required deposit into the Collection Account pursuant to this Section constitutes the sole remedy with respect to an event of the type specified in the first sentence of this Section 2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. If The Issuer or the Indenture Trustee, as the case may be, shall inform the other parties to this Indenture and the Noteholders promptly, in writing, upon the discovery of any breach of any of the representations and warranties set forth 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 Section 2.03(a) has any Financed Student Loan (any such breach 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 the Noteholders' Collateral in Receivables transferred effect). Unless any such breach which materially and adversely (subject to the Issuer by preceding parenthetical) affects the Transferor, then any interests of the Owner Trustee, Noteholders in the Indenture Trustee affected Financed Student Loan shall have been cured within 30 days (or in the Holders sole discretion of Notes evidencing at least a majority of the Outstanding Principal Amount outstanding principal amount of all the Notes comprising the Controlling Class, 60 days) following the discovery thereof by the Issuer or receipt by the Issuer of all outstanding Serieswritten notice from the Indenture Trustee of such breach, by notice then given in writing the Financed Student Loan as to which such representation and warranty or covenant relates shall be released from the Collateral and reassigned to the Transferor (and to the Owner Eligible Lender Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders(a "Reassignment"), may direct as of the Transferor to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment on the first Determination Date immediately succeeding the expiration of such 60-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 30-day or 60-day period (or period, respectively. In consideration of and simultaneously with the reassignment of such longer period as may be specified)Financed Student Loan, the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. In connection with any reassignment pursuant Issuer shall deposit to this Section, the Transferor will deposit into the Collection Account in on such Determination Date 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 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 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 Substitution Amount of the Reassignment Amounts with respect to each outstanding Series in 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 Indenture Supplement. Notwithstanding anything student loan program, by delivering an updated Student Loan Schedule to the contrary in this Agreement, Indenture Trustee reflecting such 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 substitution (a corresponding increase in the Transferor Interest"Substitution"). The Owner Indenture Trustee will shall execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor Issuer in order to effect such reassignment and to release the conveyance Indenture Trustee's Lien thereunder. The sole remedy of such Receivables pursuant to this Section. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing with respect to a breach of representations and warranties pursuant to Sections 2.01(g) and (l) and the Transferor covenants contained in Section 3.07 shall be to accept reassignment of all require the Receivables transferred by Issuer to deposit the Transferor Purchase Amount or substitute Financed Student Loans as provided above, the obligation of the Transferor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section constitutes the sole remedy with respect to an event of the type specified in the first sentence of this Section 2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. If Issuer, the Administrative Agent, any Funding Agent or the Indenture Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach of in any material respects of the representations and warranties set forth made or deemed made by Issuer pursuant to Section 6.01(g) or (o) or any breach in Section 2.03(a) has a any material adverse effect on the Noteholders' Collateral in Receivables transferred to the Issuer by the Transferor, then any respects of the Owner Trustee, covenants of Issuer made pursuant to Section 7.03. Unless any such breach shall have been cured within thirty (30) days following the Indenture Trustee discovery thereof by Issuer or the Holders receipt by Issuer of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding Series, by written notice then given in writing to the Transferor (and to the Owner Trustee, from the Indenture Trustee, such Funding Agent or the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days Administrative Agent of such notice breach, the Pledged Student Loan as to which such representation and warranty or covenant relates shall be reassigned to Issuer (or such longer period a “Reassignment”) as may be specified in such notice), and of the Transferor is obligated to accept such reassignment on the Determination Date immediately first day succeeding the expiration of such 60-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 6030-day period (or such longer period as may be specified), that is the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been curedlast day of a calendar month. In connection consideration of and simultaneously with any reassignment pursuant the Reassignment of such Pledged Student Loan, Issuer shall deposit to this Section, the Transferor will deposit into the Collection 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 outstanding Principal Balance of such Pledged Student Loan, plus accrued and unpaid interest thereon (to the Reassignment Amounts extent not previously capitalized), plus any Unamortized Premium thereon plus any unreimbursed Monthly Advance with respect to each outstanding Series in thereto (the related Indenture Supplement“Reassignment Amount”). Notwithstanding anything the foregoing, so long as no Event of Termination shall have occurred and be continuing, during the Revolving Period, Issuer may, at its option in lieu of depositing such Reassignment Amount to the contrary in this Agreement, such 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 Interest. 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. 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 and make the required deposit into the Collection Account pursuant on such date, may pledge to this Section constitutes the sole remedy with respect to an event of the type specified in the first sentence of this Section 2.03(c) available 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. If any breach of any of the representations and warranties set forth in Section 2.03(a), Section 2.06(f) and Section 2.08(d) has a material adverse effect on the Noteholders' Collateral in Receivables transferred to the Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or 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 (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of all the Receivables transferred by it to the Issuer within 60 30 days of such 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 6030-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 6030-day period (or such longer period as may be specified)period, the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. In connection with any reassignment pursuant to this Section, the Transferor will deposit into the Collection 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. Notwithstanding anything to the contrary in this Agreement, such 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 InterestNotes. 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. 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 and make the required deposit into the Collection Account pursuant to this Section constitutes the sole remedy with respect to an event of the type specified in the first sentence of this Section 2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. If any breach of any representation or warranty under Section 2.04(a) is not true and correct as of the representations date specified therein and warranties set forth in Section 2.03(a) 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 Noteholders' Collateral in Receivables transferred Indenture Trustee and the Servicer) of the earlier to occur of the Issuer discovery of any such breach by the Transferor, then any of the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding Series, receipt by notice then given in writing to the Transferor (and to of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer and or any Series Enhancer if given by the Noteholders)Enhancers, may direct the Transferor to will accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment Receivable on the Determination Date immediately succeeding the expiration of such 6030-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 specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required agreed to be made if, by the end of such 60-day period (or such longer period as may be specifiedIndenture Trustee and the Servicer), the representations and warranties set forth in Section 2.03(a2.04(a) are satisfied then true and correct in all material respects, respects and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. 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 not later than 12:00 noon on the day on which such reassignment occurs, the Transferor will deposit into the Collection Excess Funding Account in immediately available funds on the Business Day preceding amount (the Payment Date on "Transferor Deposit Amount") by which the Transferor Amount would be less than such reassignment obligation arises, in payment for such reassignment, an amount equal Required Transferor Amount (up to the sum 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 Reassignment Amounts 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 to each outstanding Series in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such deposited amount will be distributed to the Noteholders on such Payment Date in accordance with the Indenture thereto and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Interestall 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. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing The obligation of the Transferor to accept reassignment of all the Receivables transferred by the any such Receivable and to pay any related Transferor as provided above, the obligation of the Transferor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section Deposit Amount constitutes the sole remedy with respect to an the event of the type specified in the first sentence of this Section 2.03(c2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. If any breach of any representation or warranty under Section 2.04(a) is not true and correct as of the representations date specified therein and warranties set forth in Section 2.03(a) such breach has a material adverse effect on a Receivable, then, within 30 days of the Noteholders' Collateral in Receivables transferred earlier to occur of the Issuer discovery of any such breach by the Transferor, then any of the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding Series, receipt by notice then given in writing to the Transferor (and to of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer and or any Series Enhancer if given by the Noteholders)Enhancers, may direct the Transferor to will accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment Receivable on the Determination Date immediately succeeding the expiration of such 6030-day period (or such longer period as may be specified) on the terms and conditions set forth belowin the next succeeding paragraph; provided, however, that no such reassignment is will be required to be made if, by the end of such 6030-day period (or such longer period as may be specified)period, the representations and warranties set forth in Section 2.03(a2.04(a) are satisfied then true and correct in all material respects, respects and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. 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 Receivable from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If such deduction would cause the Adjusted Pool Balance to fall below the Required Participation Amount, then (i) pursuant to Section 2.06, the Transferor shall designate additional Eligible Accounts as Additional Accounts, such that the Adjusted Pool Balance exceeds the Required Participation Amount, or (ii) the Transferor shall deposit into the Collection Excess Funding Account in immediately available funds on the Business Day preceding Transferor Deposit Amount; provided, however, that if the Payment Date on which 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 amount of such Receivable will not be deducted from the Pool Balance for purposes of determining whether the Adjusted Pool Balance has fallen below the Required Participation Amount and collections in respect of such Receivable will continue to be included in Interest Collections and Principal Collections. Upon reassignment obligation arisesof any such Receivable, in payment for such reassignment, an amount equal to but only after the sum transfer by the Transferor of the Reassignment Amounts Receivables and Related Security with respect to each outstanding Series in Additional Accounts or payment by the related Indenture Supplement. Notwithstanding anything 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 contrary Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuer in this Agreementand to such Receivable, such deposited amount will be distributed all Related Security and all moneys due or to the Noteholders on such Payment Date in accordance become due with the Indenture respect thereto and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Interestall 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. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing The obligation of the Transferor to accept reassignment of all the Receivables transferred by the any such Receivable and to pay any related Transferor as provided above, the obligation of the Transferor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section Deposit Amount constitutes the sole remedy with respect to an the event of the type specified in the first sentence of this Section 2.03(c2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. If Except as otherwise provided below in this subsection, if any breach of any representation or warranty under Section 2.04(a) is not true and correct as of the representations date specified therein and warranties set forth in Section 2.03(a) such breach has a material adverse effect on a Transferred Receivable or Interests in Other Floorplan Assets, then, within 30 days (or such longer period as may be agreed to by the Noteholders' Collateral in Receivables transferred Indenture Trustee and the Servicer) of the earlier to occur of the Issuer discovery of any such breach by the Transferor, then any of the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding Series, receipt by notice then given in writing to the Transferor (and to of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer and or any Series Enhancer if given by the Noteholders)Enhancers, may direct the Transferor to will accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such notice (Transferred Receivable or such longer period as may be specified Interests in such notice), and the Transferor is obligated to accept such reassignment Other Floorplan Assets on the Determination Date immediately succeeding the expiration of such 60-30 day period (or such longer period as may be specifiedagreed to by the Indenture Trustee and the Servicer) on the terms and conditions set forth belowin the next succeeding paragraph; provided, however, that no such reassignment is will be required to be made if, by the end of such 60-30 day period (or such longer period as may be specifiedagreed to by the Indenture Trustee and the Servicer), the representations and warranties set forth in Section 2.03(a2.04(a) are satisfied then true and correct 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 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 Collection Excess Funding Account in immediately available funds on the Business Day preceding amount (the Payment Date on "Transferor Deposit Amount") by which the Transferor Amount would be less than such Required Transferor Amount (up to the principal amount of such Transferred 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 Transferred 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 obligation arisesof any such Transferred 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 Transferred Receivable and all Related Security or such Interests in Other Floorplan Assets and, in payment for such reassignmenteach case, an amount equal all monies due or to the sum of the Reassignment Amounts become due with respect to each outstanding Series in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such deposited amount will be distributed to the Noteholders on such Payment Date in accordance with the Indenture thereto and each Indenture Supplement in payment of their Notes and will result in a corresponding increase in the Transferor Interestall 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. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing The obligation of the Transferor to accept reassignment of all the Receivables transferred by the any such Transferred Receivable or Interests in Other Floorplan Assets and to pay any related Transferor as provided above, the obligation of the Transferor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section Deposit Amount constitutes the sole remedy with respect to an the event of the type specified in the first sentence of this Section 2.03(c2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. If The Issuer or the Indenture Trustee, as the case may be, shall inform the other parties to this Indenture, the Class A Noteholders and the Insurer promptly, in writing, upon the discovery of any breach of in any material respects of the representations and warranties set forth 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 2.03(a) has 6.03; provided that a material adverse effect on breach of such representations, warranties and covenants shall be deemed to have occurred only if the Noteholders' Collateral related Student Loan Guaranty Agreements (or, in Receivables transferred to the case of TuitionGard, the TuitionGard Policies) are affected. Unless any such breach shall have been cured within 30 days (or in the sole discretion of the Insurer, 60 days) following the discovery thereof by the Issuer or receipt by the Transferor, then any Issuer of the Owner Trustee, written notice 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 Holders of Notes evidencing at least Collateral and reassigned to the Eligible Lender Trustee (a majority "Reassignment"), as of the Outstanding Principal Amount of all Notes of all outstanding Series, by notice then given in writing to the Transferor (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment on the Determination first Transfer Date immediately succeeding the expiration of such 60-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 30-day or 60-day period (or period, respectively. In consideration of and simultaneously with the reassignment of such longer period as may be specified)Financed Student Loan, the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. In connection with any reassignment pursuant Issuer shall deposit to this Section, the Transferor will deposit into the Collection Account in on such Transfer Date 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 SupplementPurchase Amount. Notwithstanding anything to the contrary in this Agreementforegoing, such deposited amount will so long as no Event of Default shall have occurred and be distributed to continuing, during 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 Interest. 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. If the Owner TrusteeRevolving Period, the Indenture Trustee or the Noteholders give notice directing the Transferor Issuer may, at its option in lieu of depositing such Purchase Amount to accept reassignment of all the Receivables transferred by the Transferor as provided above, the obligation of the Transferor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section constitutes the sole remedy with respect to an event of the type specified on such date, may pledge, or in the first sentence case of this Section 2.03(c) available Federal Student Loans, cause the Eligible Lender Trustee to the Noteholders (or the Owner Trusteepledge, any Series Enhancer or to 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. If any breach of any of the representations and warranties set forth in Section 2.03(a) has a material adverse effect on the Noteholders' Collateral in Transferred Receivables or Other Floorplan Assets transferred to the Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding SeriesNotes, by notice then given in writing to the Transferor (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor 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 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 60-60 day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 60-60 day period (or such longer period as may be specified), the representations and warranties set forth in Section 2.03(a) are satisfied in all material 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. In connection with any reassignment pursuant to this Section, the Transferor will deposit into the Collection Account in immediately available funds on the Business Day immediately preceding the Payment Distribution Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the Reassignment Amounts Amount with respect to each outstanding Series in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such deposited amount will be distributed to the Noteholders on such Payment 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 Interest. 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. 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 and make the required deposit into the Collection Account pursuant to this Section constitutes the sole remedy with respect to an event of the type specified in the first sentence of this Section 2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. If Each of Seller, Purchaser, the ------------------------ Administrator or the Indenture Trustee, as the case may be, shall inform the others promptly, in writing, upon the discovery of any breach of in any material respects of the representations and warranties set forth made by Seller pursuant to Section 4.1(g) or (i) or any breach in any material respects of the covenants of -------------- --- Seller made pursuant to Section 2.03(a) has a material adverse effect on 5.4. Following the Noteholders' Collateral in Receivables transferred occurrence of any such ----------- breach, the Student Loan as to the Issuer which such representation and warranty or covenant relates shall be reassigned to and repurchased by the Transferor, then any of the Owner Trustee, the Indenture Trustee Seller (or the Holders Grad Partners Trustee on its behalf) (a "Reassignment") at such time. In ------------ consideration of Notes evidencing at least a majority of and simultaneously with the Outstanding Principal Amount of all Notes of all outstanding Series, by notice then given in writing to the Transferor (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of all the Receivables transferred by it such Student Loan, Seller shall deposit to the Issuer within 60 days of such 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 60-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. In connection with any reassignment pursuant to this Section, the Transferor will deposit into the Collection 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 unpaid principal balance of such Student Loan, plus accrued and unpaid ---- interest thereon, plus any Unamortized Premium thereon (the "Reassignment Amounts with respect to each outstanding Series in the related Indenture Supplement------------ Amount"). Notwithstanding anything the foregoing, so long as no Event of Default shall ------ have occurred and be continuing, during the Revolving Period, Seller may, at its option in lieu of depositing such Reassignment Amount to the contrary in this Agreement, such 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 Interest. 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. 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 and make the required deposit into the Collection Account pursuant on such date, assign to this Section constitutes the sole remedy with respect Eligible Lender Trustee (and upon such assignment, Purchaser and Eligible Lender Trustee shall pledge to an event of the type specified in the first sentence of this Section 2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of such date for inclusion in the NoteholdersCollateral).

Reassignment upon Breach. If any breach of any of the representations and warranties set forth in Section 2.03(a) has a material adverse effect on the Noteholders' Collateral in Receivables transferred to the Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding SeriesNotes, by notice then given in writing to the Transferor (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such 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 60-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. In connection with any reassignment pursuant to this Section, the Transferor will deposit into the Collection Account in immediately available funds on the Business Day preceding the Payment Distribution Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the Reassignment Amounts Amount with respect to each outstanding Series in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such deposited amount will be distributed to the Noteholders on such Payment 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 Interest. 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. 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 and make the required deposit into the Collection Account pursuant to this Section constitutes the sole remedy with respect to an event of the type specified in the first sentence of this Section 2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).

Reassignment upon Breach. If The Issuer or the Indenture Trustee, as the case may be, shall inform the other parties to this Indenture and the Noteholders promptly, in writing, upon the discovery of any breach of any of the representations and warranties set forth 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 Section 2.03(aany Financed Student Loan (any such breach that does not affect any Student Loan Guarantor's) has 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 Series Supplement the Noteholders have an interest in the Alternative Loan Guarantor's obligation to guarantee payment of such Financed Student Loan, any 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' Collateral in Receivables transferred to , shall have been cured within 30 days following the discovery thereof by the Issuer or receipt by the Transferor, then any Issuer of the Owner Trustee, written notice 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 Holders Collateral and reassigned (a) in the case of Notes evidencing at least a majority 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 Outstanding Principal Amount of all Notes of all outstanding Series, by notice then given in writing to the Transferor (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of all the Receivables transferred by it to the Issuer within 60 days of such notice (or such longer period as may be specified in such notice), and the Transferor is obligated to accept such reassignment on the first Determination Date immediately succeeding the expiration of such 60-day period (or such longer period as may be specified) on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 60-30 day period (or period. In consideration of and as a precondition to the reassignment of such longer period as may be specified)Financed Student Loan, the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders' Collateral in Receivables caused by the breach has been cured. In connection with any reassignment pursuant Issuer shall deposit to this Section, the Transferor will deposit into the Collection Account in on such Determination Date 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 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 Reassignment Amounts with respect 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 each outstanding Series the Indenture Trustee reflecting such substitution or (ii) the Issuer to pledge to the Indenture Trustee on such date for inclusion in the related Indenture Supplement. Notwithstanding anything 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 contrary in this AgreementSubstitution Amount of the Alternative Loan for which it is being substituted and, such deposited amount will be distributed 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 Noteholders on Indenture Trustee reflecting such Payment Date substitution (in accordance with the Indenture and each Indenture Supplement in payment of their Notes and will result in either case, a corresponding increase in the Transferor Interest"Substitution"). The Owner Indenture Trustee will shall execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor Issuer in order to effect such reassignment and to release the conveyance Indenture Trustee's Lien thereunder. The sole remedy of such Receivables pursuant to this Section. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing with respect to a breach of representations and warranties pursuant to Sections 7.1(g), (l) and (m) and the Transferor covenants contained in Section 8.3 shall be to accept reassignment of all require the Receivables transferred by Issuer to deposit the Transferor Purchase Amount or substitute Financed Student Loans as provided above, the obligation of the Transferor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section constitutes the sole remedy with respect to an event of the type specified in the first sentence of this Section 2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).