Common use of All Consents Clause in Contracts

All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h) or (i) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this Section. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (gsubsection 3.03(h), (hi) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest Trustee’s interest in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the TrusteeTrustee and the Transferors) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the TrusteeTrustee or a Transferor, or (y) as provided in paragraph (jsubsection 3.03(k) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Monthly Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this SectionSection but only upon receipt of an Officer’s Certificate of the Servicer that states that all conditions set forth in this section have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All approvals, authorizations, consents, orders or approvals other actions of any Person or registrations or declarations with of any Governmental Authority required to be obtained, effected or given obtained by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and each Supplement Supplement, the performance by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment by the ServicerServicer of the terms hereof and thereof, have been duly obtained. For purposes of the representations and warranties set forth in this Section 3.03, effected each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date or given and are in full force and effectthe date of appointment of a Successor Servicer, as applicable. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h), (i) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest Trustee’s interest in such Receivable the Receivables (which determination shall be made without regard to whether the availability of funds are then available to any Investor Certificateholders pursuant to under any Series Enhancement) and is not cured within 60 remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) of from the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of written notice of such event given by the Transferor or the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below. If Citibank is ; provided, however, that such Receivables will not be assigned to the ServicerServicer if, on any day prior to the end of such reassignment 60-day or assignment longer period, (i) the relevant representation and warranty shall be accomplished true and correct, or the relevant covenant shall have been complied with, in all material respects and (ii) the Servicer shall have delivered to the Transferor and the Trustee a certificate of an authorized officer of the Servicer describing the nature of such breach and the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited which such breach was cured. The Servicer shall effect such assignment by making a deposit into the Collection Account in connection with immediately available funds on the Transfer Date following the Monthly Period in which such reassignment or assignment pursuant obligation arises in an amount equal to this Section the amount of such Receivables, which deposit shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, Trustee shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust Trustee in and to such Receivables, the Funds Collateral securing such Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received with respect thereto to all of the foregoing and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance transfer of any such Receivables pursuant to this SectionSection 3.03. The obligation of the Servicer to accept reassignment or assignment and transfer of any such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of CertificateholdersTrustee) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All authorizations, consents, orders or approvals of of, or registrations or declarations with with, any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and each Supplement the performance by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the ServicerAgreement, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (gsubsection 4.2(h), (hi), (j) or (ik) with respect to any Receivable or Receivable, the related Account or any Collateral Certificate is breached, and such breach has a material adverse effect on the Certificateholders’ Interest interest of the Indenture Trustee or the Trust in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) or Collateral Certificate, as applicable, and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the TrusteeIndenture Trustee and the Transferor) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the TrusteeIndenture Trustee or a Transferor, or (y) as provided in paragraph (j) with respect to any Receivableeach such Receivable or, at the option of the Transferor, all Receivables in the Account or Accounts or each such Collateral Certificate, as applicable, to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below. If Citibank is ; provided, however, that such Receivables or Collateral Certificate will not be assigned to the ServicerServicer if, on any day prior to the end of such reassignment 60-day or assignment longer period, (i) the relevant representation and warranty shall be accomplished true and correct, or the related covenant shall have been complied with, in all material respects and (ii) the Servicer shall have delivered to the Transferor and the Indenture Trustee a certificate of an Authorized Officer of the Servicer describing the nature of the breach and the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with which such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplementbreach was cured. If Citibank is not the Servicer, the The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the First Note Transfer Date following the Due Monthly Period in which such assignment obligation arises in an amount equal to the amount of such ReceivablesReceivables or the Invested Amount of such Collateral Certificate, as applicable. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of Indenture Trustee and the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Indenture Trustee and the Trust in and to such ReceivablesReceivables and/or Collateral Certificates, all Recoveries with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Indenture Trustee and the Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables property pursuant to this SectionSection 4.2 but only upon receipt of an Officer's Certificate of the Servicer that states that all conditions set forth in this Section 4.2 have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Receivablesproperty, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders Noteholders (or the Indenture Trustee on behalf of CertificateholdersNoteholders) or any Series Enhancerthe Trust, except as provided in Section 8.047.4.

All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (gsubsection 3.03(h), (hi) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders Noteholders pursuant to any Series Enhancement) and is not cured within 60 sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the TrusteeIndenture Trustee and the Transferor in writing) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the TrusteeIndenture Trustee or the Transferor, or (y) as provided in paragraph (jsubsection 3.03(k) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Distribution Date following the Due Monthly Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof. The Trustee Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this SectionSection but only upon receipt of an Officer’s Certificate of the Servicer that states that all conditions set forth in this section have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders Noteholders (or the Indenture Trustee on behalf of CertificateholdersNoteholders) or any Series Enhancer, except as provided in Section 8.045.04.

All Consents. All authorizations, consents, orders or approvals ------------ of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect; provided, however, that the Servicer makes no -------- ------- representation or warranty regarding state securities or "blue sky" laws in connection with the distribution of the Securities. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph subsection 3.3 (gh), (hi), (j) or (il) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Securityholders' Interest in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders Securityholders pursuant to any Series Enhancement) and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the TrusteeTrustee and the Transferor) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the TrusteeTrustee or the Transferor, or (y) as provided in paragraph (jsubsection 3.3(k) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Monthly Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this SectionSection but only upon receipt of an Officer's Certificate of the Servicer that states that all conditions set forth in this section have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders Securityholders (or the Trustee on behalf of CertificateholdersSecurityholders) or any Series Enhancer, except as provided in Section 8.048.4.

All Consents. All authorizations, consents, orders or approvals of of, or registrations or declarations with with, any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and each Supplement the performance by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the ServicerAgreement, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (gsubsection 4.2(h), (hi), (j) or (ik) with respect to any Receivable or Receivable, the related Account or any Collateral Certificate is breached, and such breach has a material adverse effect on the Certificateholders’ Interest interest of the Indenture Trustee or the Trust in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) or Collateral Certificate, as applicable, and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the TrusteeIndenture Trustee and the Transferor) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the TrusteeIndenture Trustee or a Transferor, or (y) as provided in paragraph (j) with respect to any Receivableeach such Receivable or, at the option of the Transferor, all Receivables in the Account or Accounts or each such Collateral Certificate, as applicable, to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below. If Citibank is ; provided, however, that such Receivables or Collateral Certificate will not be assigned to the ServicerServicer if, on any day prior to the end of such reassignment 60-day or assignment longer period, (i) the relevant representation and warranty shall be accomplished true and correct, or the related covenant shall have been complied with, in all material respects and (ii) the Servicer shall have delivered to the Transferor and the Indenture Trustee a certificate of an Authorized Officer of the Servicer describing the nature of the breach and the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with which such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplementbreach was cured. If Citibank is not the Servicer, the The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the First Note Transfer Date following the Due Monthly Period in which such assignment obligation arises in an amount equal to the amount of such ReceivablesReceivables or the Invested Amount of such Collateral Certificate, as applicable. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of Indenture Trustee and the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Indenture Trustee and the Trust in and to such ReceivablesReceivables and/or Collateral Certificates, all Recoveries with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Indenture Trustee and the Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables property pursuant to this SectionSection 4.2 but only upon receipt of an Officer’s Certificate of the Servicer that states that all conditions set forth in this Section 4.2 have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Receivablesproperty, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders Noteholders (or the Indenture Trustee on behalf of CertificateholdersNoteholders) or any Series Enhancerthe Trust, except as provided in Section 8.047.4.

All Consents. All approvals, authorizations, consents, orders or approvals ------------ other actions of any Person or registrations or declarations with of any Governmental Authority required to be obtained, effected or given obtained by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and each Supplement Supplement, the performance by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment by the ServicerServicer of the terms hereof and thereof, have been duly obtained. For purposes of the representations and warranties set forth in this Section 3.03, effected each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date or given and are in full force and effectthe date of appointment of a Successor Servicer, as applicable. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h), (i) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ ' Interest of all Series in such Receivable the Receivables (which determination shall be made without regard to whether the availability of funds are then available to any Investor Certificateholders pursuant to under any Series Enhancement) and is not cured within 60 remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) of from the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of written notice of such event given by the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below; provided, however, that such Receivables will -------- ------- not be reassigned or assigned to the Servicer if, on any day prior to the end of such 60-day or longer period, (i) the relevant representation and warranty shall be true and correct, or the relevant covenant shall have been complied with, in all material respects and (ii) the Servicer shall have delivered to the Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which such breach was cured. If Citibank Capital One Bank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and aggregate amount of Principal Receivables used to calculate the Sellers’ Interest and ' Participation Amount, the Sellers' Interest, the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section 3.03 shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank Capital One Bank is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Monthly Period in which such assignment obligation arises in an amount equal to the amount of such Receivables, which deposit shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, transfer assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or or, assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance transfer of any such Receivables pursuant to this SectionSection 3.03. The obligation of the Servicer to accept reassignment or assignment and transfer of any such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All approvals, authorizations, consents, orders or approvals other actions of any Person or registrations or declarations with of any Governmental Authority required to be obtained, effected or given obtained by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and each Supplement Supplement, the performance by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment by the ServicerServicer of the terms hereof and thereof, have been duly obtained. For purposes of the representations and warranties set forth in this Section 3.03, effected each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date or given and are in full force and effectthe date of appointment of a Successor Servicer, as applicable. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h), (i) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest Trustee's interest in such Receivable the Receivables (which determination shall be made without regard to whether the availability of funds are then available to any Investor Certificateholders pursuant to under any Series Enhancement) and is not cured within 60 remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) of from the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of written notice of such event given by the Transferor or the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below. If Citibank is ; provided, however, that such Receivables will not be assigned to the ServicerServicer if, on any day prior to the end of such reassignment 60-day or assignment longer period, (i) the relevant representation and warranty shall be accomplished true and correct, or the relevant covenant shall have been complied with, in all material respects and (ii) the Servicer shall have delivered to the Transferor and the Trustee a certificate of an authorized officer of the Servicer describing the nature of such breach and the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited which such breach was cured. The Servicer shall effect such assignment by making a deposit into the Collection Account in connection with immediately available funds on the Transfer Date following the Monthly Period in which such reassignment or assignment pursuant obligation arises in an amount equal to this Section the amount of such Receivables, which deposit shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, Trustee shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust Trustee in and to such Receivables, the Funds Collateral securing such Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received with respect thereto to all of the foregoing and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance transfer of any such Receivables pursuant to this SectionSection 3.03. The obligation of the Servicer to accept reassignment or assignment and transfer of any such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of CertificateholdersTrustee) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h) or (i) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below. If Citibank (South Dakota) is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank (South Dakota) is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this Section. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All approvals, authorizations, consents, orders or approvals other actions of any Person or registrations or declarations with of any Governmental Authority required to be obtained, effected or given obtained by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and each Supplement Supplement, the performance by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment by the ServicerServicer of the terms hereof and thereof, have been duly obtained. For purposes of the representations and warranties set forth in this Section 3.03, effected each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date or given and are in full force and effectthe date of appointment of a Successor Servicer, as applicable. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h), (i) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest Trustee’s interest in such Receivable the Receivables (which determination shall be made without regard to whether the availability of funds are then available to any Investor Certificateholders pursuant to under any Series Enhancement) and is not cured within 60 remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) of from the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of written notice of such event given by the Transferor or the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer; provided, however, that such reassignment or assignment shall Receivables will not be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer if, on any day prior to the end of such 60-day or its designeelonger period, without recourse, (i) the relevant representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as warranty shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this Section. The obligation of the Servicer to accept reassignment or assignment of such Receivablestrue and correct, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancerrelevant covenant shall have been complied with, except as provided in Section 8.04.all material respects and

All Consents. All approvals, authorizations, consents, orders or approvals ------------ other actions of any Person or registrations or declarations with of any Governmental Authority required to be obtained, effected or given obtained by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and each Supplement Supplement, the performance by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment by the ServicerServicer of the terms hereof and thereof, have been duly obtained. For purposes of the representation and warranties set forth in this Section 3.03, effected each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date or given and are in full force and effectthe date of appointment of a Successor Servicer, as applicable. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h), (i) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ ' Interest of all Series in such Receivable the Receivables (which determination shall be made without regard to whether the availability of funds are then available to any Investor Certificateholders pursuant to under any Series Enhancement) and is not cured within remains uncured for 60 days (or for such longer period, not in excess of 150 days, as may be agreed reasonably necessary to by remedy such breach; provided that such breach is capable of remedy within 150 days or less and the TrusteeServicer delivers an Officer's Certificate to the Trustee to the effect that the Servicer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such breach) of from the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of written notice of such event given by the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below; provided, however, that such Receivables will not be reassigned or -------- ------- assigned to the Servicer if, on any day prior to the end of such 60-day or longer period, (i) the relevant representation and warranty shall be true and correct, or the relevant covenant shall have been complied with, in all material respects and (ii) the Servicer shall have delivered to the Trustee an Officer's Certificate describing the nature of such breach and the manner in which such breach was cured. If Citibank [Servicer Name] is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and aggregate amount of Principal Receivables used to calculate the Sellers’ Interest and Depositor's Amount, the Depositor's Interest, the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Excess Funding Account and the Collection Account) and any amounts deposited into the Excess Funding Account and the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank [Servicer Name] is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Excess Funding Account and the Collection Account in immediately available funds on the Transfer Date following the Due Monthly Period in which such assignment obligation arises in an amount equal to the amount of such Receivables, which deposit shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. Upon each such reassignment or assignment to the Servicer, the Trustee, Trustee on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance transfer of any such Receivables pursuant to this Section. The obligation of the Servicer to accept reassignment or assignment and transfer of any such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph subsection 3.03 (gh), (hi) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ ' Interest in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the TrusteeTrustee and the Seller) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the TrusteeTrustee or the Seller, or (y) as provided in paragraph (jsubsection 3.03(k) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this SectionSection but only upon receipt of an Officer's Certificate of the Servicer that states that all conditions set forth in this section have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All authorizations, consents, orders or ------------ approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph subsection 3.03 (gh), (hi) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest Noteholders' Collateral in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders Noteholders pursuant to any Series Enhancement) and is not cured within 60 days (or such longer period, not in excess of 150 120 days, as may be agreed to by the TrusteeIndenture Trustee and the Transferor) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the TrusteeIndenture Trustee or the Transferor, or (y) as provided in paragraph (jsubsection 3.03(k) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Distribution Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Owner Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this SectionSection but only upon receipt of an Officer's Certificate of the Servicer that states that all conditions set forth in this section have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders Noteholders (or the Indenture Trustee on behalf of CertificateholdersNoteholders) or any Series Enhancer, except as provided in Section 8.045.04.

All Consents. All approvals, authorizations, consents, orders or approvals other actions of any Person or registrations or declarations with of any Governmental Authority required to be obtained, effected or given obtained by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and each Supplement Supplement, the performance by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement and the fulfillment by the ServicerServicer of the terms hereof and thereof, have been duly obtained. For purposes of the representation and warranties set forth in this Section 3.03, effected each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date or given and are in full force and effectthe date of appointment of a Successor Servicer, as applicable. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h), (i) or (ij) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ ' Interest of all Series in such Receivable the Receivables (which determination shall be made without regard to whether the availability of funds are then available to any Investor Certificateholders pursuant to under any Series Enhancement) and is not cured within remains uncured for 60 days (or for such longer period, not in excess of 150 days, as may be agreed reasonably necessary to by remedy such breach; provided that such breach is capable of remedy within 150 days or less and the TrusteeServicer delivers an Officer's Certificate to the Trustee to the effect that the Servicer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such breach) of from the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of written notice of such event given by the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer; provided, however, that such reassignment or assignment shall Receivables will not be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables to the Servicer if, on any day prior to the end of such 60-day or longer period, (including i) the requirement, if applicable, to reduce the Sellers’ Participation Amount relevant representation and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section warranty shall be considered a Transfer Deposit Amount true and correct, or the relevant covenant shall be applied have been complied with, in accordance with Article IV all material respects and the terms of each Supplement. If Citibank is not the Servicer, (ii) the Servicer shall effect have delivered to the Trustee an Officer's Certificate describing the nature of such assignment by making a deposit into breach and the Collection Account in immediately available funds on the Transfer Date following the Due Period manner in which such assignment obligation arises in an amount equal to the amount of such Receivablesbreach was cured. Upon each such reassignment or assignment to the Servicer, the Trustee, Trustee on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance transfer of any such Receivables pursuant to this Section. The obligation of the Servicer to accept reassignment or assignment and transfer of any such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.

All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph paragraphs (gh), (hi) or (ij) of this Section 3.03 with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ Interest Issuer's interest in or the collectibility of such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) and is not cured within 60 sixty (60) days (or such longer period, not in excess of 150 one hundred twenty (120) days, as may be agreed to by the TrusteeIndenture Trustee and the Transferor) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the Owner Trustee, the Indenture Trustee or the Transferor, or (y) as provided in paragraph (jSection 3.03(k) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below. If Citibank is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ Participation Amount and the Sellers’ Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank is not the Servicer, the The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which not later than seven days after such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, Issuer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust Issuer in and to such Receivables, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof. The Trustee Issuer shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this SectionSection 3.03 but only upon receipt of an Officer's Certificate of the Servicer that states that all conditions set forth in this Section have been satisfied. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Issuer, the Indenture Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.046.04.

All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect. In the event (x) any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h) or (i) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the Certificateholders’ ' Interest in such Receivable (which determination shall be made without regard to whether funds are then available to any Investor Certificateholders pursuant to any Series Enhancement) and is not cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the Trustee, or (y) as provided in paragraph (j) with respect to any Receivable, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned to the Servicer on the terms and conditions set forth below. If Citibank (South Dakota) is the Servicer, such reassignment or assignment shall be accomplished in the manner set forth in Section 2.05(b) as if the reassigned or assigned Receivables were Ineligible Receivables (including the requirement, if applicable, to reduce the Sellers’ ' Participation Amount and the Sellers’ ' Interest and the Floating Allocation Percentage and the Principal Allocation Percentage applicable to any Series and to make deposits into the Collection Account) and any amounts deposited into the Collection Account in connection with such reassignment or assignment pursuant to this Section shall be considered a Transfer Deposit Amount and shall be applied in accordance with Article IV and the terms of each Supplement. If Citibank (South Dakota) is not the Servicer, the Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Due Period in which such assignment obligation arises in an amount equal to the amount of such Receivables. Upon each such reassignment or assignment to the Servicer, the Trustee, on behalf of the Trust, shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer or its designeeServicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this Section. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders) or any Series Enhancer, except as provided in Section 8.04.