Common use of Reassignment of Ineligible Receivables Clause in Contracts

Reassignment of Ineligible Receivables. If (a) any representation or warranty under Section 2.02(d) or Section 4.02 is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant Section 2.04(d) of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement or the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.

Reassignment of Ineligible Receivables. If (a) any representation or warranty under Section 2.02(d) or Section 4.02 is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.04(d) of the Transfer Pooling and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) less any amounts previously collected by Purchaser with respect to such Receivable or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Distribution Transfer Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections with respect to such Receivables or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement or the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.

Reassignment of Ineligible Receivables. If (a) any representation or warranty under Section 2.02(d) or Section 4.02 is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.04(d) of the Pooling and Servicing Agreement or Section 2.04(d) of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement or the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.

Reassignment of Ineligible Receivables. If (a) If any representation or warranty under Section 2.02(dcontained in subsection 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii) or Section 4.02 (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or and as a result of such breach Purchaser is required under subsection 2.05(a) of the Pooling and Servicing to accept reassignment of such Receivables previously Conveyed by Chase USA to Purchaser pursuant to this Agreement Trustee, Chase USA shall accept reassignment of such Receivables on the terms and conditions set forth in subsection 6.01(b). (b) Chase USA shall accept reassignment of any representation or warranty made by RPA Seller Receivables described in subsection 6.01(a) from Purchaser on the date on which such Receivables are reassigned to Purchaser pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant Section 2.04(dsubsection 2.05(a) of the Transfer Pooling and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash Agreement for a repurchase price equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such purchase price shall be paid by deducting such amount may be offset against any amounts due from Purchaser the purchase price owing to RPA Seller with respect to Chase USA by the Purchase Price for Receivables sold to Purchaser on the Transfer Date following the Monthly Period in which such dayrepurchase occurs or if no such amount is owed then by deducting such amount from the balance of the Seller Note; provided that RPA Seller shall not if the reduction of the Principal Receivables in the Trust as a result of such repurchase causes the Purchaser to be obligated required to make any a deposit in the Special Funding Account, then Chase USA shall pay such purchase price to the Purchaser in cash on or prior to the date on which the Purchaser is required to make such deposit in immediately available funds. Upon payment until by Chase USA of such amount, Purchaser shall automatically and without further action Convey to Chase USA, without recourse, representation or warranty, all the Distribution Date following a Monthly Period right, title and interest of Purchaser in and to such Receivables and all Purchased Assets related thereto, all monies due or to become due and all amounts received or receivable with respect to amounts owing for such Monthly Period thereto, and all proceeds (including, without limitation, "proceeds" as defined in accordance with Section 3.03the UCC) thereof. The obligation of RPA Seller set forth Such reassigned Receivables shall be treated by Purchaser as collected in this Section shall constitute the sole remedy respecting any breach full as of the representations date on which they were reassigned. Purchaser shall execute such documents and warranties set forth in instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA to effect the above-referenced Sections or failure conveyance of such Receivables and other property pursuant to meet the conditions set forth in the definition in the Pooling and Servicing Agreement or the Indenture of Eligible Receivable with respect to such Receivable available to Purchaserthis subsection.

Reassignment of Ineligible Receivables. If (a) any representation or warranty under Section 2.02(dSECTION 4.2(a)(ii), (iii), (iv), (vii), (viii) or Section 4.02 (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant Section 2.04(dto SECTION 2.5(b) of the Pooling and Servicing Agreement or SECTION 2.4(d) of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided PROVIDED that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03SECTION 3.3. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement or the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.

Reassignment of Ineligible Receivables. If (a) any representation or warranty under Section 2.02(d4.2(a)(ii), (iii), (iv), (vii), (viii) or Section 4.02 (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.04(d) 2.5 of the Transfer Pooling and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.033.3. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement or the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.

Reassignment of Ineligible Receivables. If (a) any representation or warranty under Section 2.02(dSECTION 4.2(a)(ii), (iii), (iv), (vii), (viii) or Section 4.02 (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant Section 2.04(dto SECTION 2.5 of the Pooling and Servicing Agreement or SECTION 2.4(d) of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided PROVIDED that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03SECTION 3.3. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement or the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.

Reassignment of Ineligible Receivables. If (a) any representation or warranty under Section 2.02(d4.2(a)(ii), (iii), (iv), (vii), (viii) or Section 4.02 (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof thereof, the Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.04(d2.4(c) of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable). Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.033.3. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement or the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.

Reassignment of Ineligible Receivables. If (a) If any representation or warranty under Section 2.02(d) or Section 4.02 4.2 of this Agreement is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser Discover Funding is required to accept a reassignment of Ineligible Receivables a Receivable pursuant to Section 2.04(d) 2.07 of the Transfer Pooling and Servicing Agreement, RPA Seller Discover Bank shall pay to Purchaser an amount in cash equal to either accept reassignment of such Receivable. (ib) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case Discover Bank must accept reassignment of any Receivable described in Section 6.1(a) on the date on which that was deemed Receivable is reassigned to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance Discover Funding under Section 2.07 of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement Agreement. On that date, automatically and without further action, Discover Funding hereby reassigns to Discover Bank, without recourse, representation, or warranty, all of Discover Funding’s right, title and interest in, to, and under (i) that Receivable, (ii) all Interchange allocable to that Receivable, (iii) all Collections on that Receivable, including any Recovered Amounts and (iv) all proceeds of any of this property. On a date mutually selected by Discover Bank and Discover Funding (which date shall not be later than the fifth Business Day following the calendar month in which the Receivable was reassigned), Discover Bank must pay to Discover Funding in immediately available funds an amount equal to the unpaid balance of that Receivable, and Discover Funding will treat that Receivable as collected in full. Discover Funding must execute all agreements and other documents, and must take all other actions, that are reasonably requested by Discover Bank to effect this reassignment. (c) After a reassignment under Section 6.1(b), if Discover Bank and Discover Funding cannot determine whether collections relate to a Receivable that is owned by Discover Funding or the Indenture DCMT Trustee or to a receivable that has been reassigned to Discover Bank, Discover Bank and Discover Funding must allocate payments on the related Account proportionately based on the total amount of Eligible Receivable with respect to such Receivable available to PurchaserPrincipal Receivables in that Account then owned by Discover Funding or the DCMT Trustee and the total amount of principal receivables in that Account then owned by Discover Bank.