Common use of Reassignment of Ineligible Receivables Clause in Contracts

Reassignment of Ineligible Receivables. If (i) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by Indenture Trustee) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in Section 2.5(a) with respect to any Receivables transferred to Issuer by Transferor, then such Receivable shall be designated an “Ineligible Receivable” and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. If (i) In the event any -------------------------------------- representation or warranty of Transferor contained set forth in Section 2.4(a)(ii), 2.4(a)(iii) through (iii), (iv), (ix), (x) or (xiviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or any Account and as a result of such breach any Receivables has a materially adverse effect on the Certificateholders' Interest in the related Account become Defaulted Receivables such Receivable or Issuer’s rights inAccount, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lienthen, unless cured within 60 30 days (or such longer period, not in excess of 150 days, period as may be agreed to by Indenture the Trustee) after of the earlier to occur of the discovery thereof of any such event by the Transferor or the Servicer, or receipt by the Transferor or the Servicer of written notice of any such event by the Transferor or the Servicer, the Transferor shall accept a designee reassignment of Transferor such Receivable or, in the case of notice thereof given by Indenture Trustee, such an untrue representation or (ii) it is so provided in Section 2.5(a) warranty with respect to any an Account, all Receivables transferred in such Account, on the Determination Date immediately succeeding the day of such discovery or notice on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment shall be --------- -------- required to Issuer by Transferor, then be made with respect to such Receivable shall be designated an “Ineligible Receivable” and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer if, on any day prior to by the end of such 60-30- day period (or such longer period, (x) either (A) in period as may be agreed to by the case of an event described in clause (iTrustee), the relevant breached representation and or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured. The Transferor shall accept a reassignment of each such Receivable by directing the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables (reduced by any Discount Factor then in effect) from the Pool Balance on or prior to the end of the Monthly Period in which such reassignment obligation arises. If, following such deduction, the Transferor Interest would be less than the Minimum Transferor Interest, or the Pool Balance would be less than the Minimum Aggregate principal Receivables (less any amounts in the Excess Funding Account), in either case determined as if of the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then not later than 12:00 noon New York City time on the day on which such reassignment occurs, the Transferor shall deposit in the Collection Account in immediately available funds the amount (the "Transfer Deposit Amount") equal to the greater of (i) the amount by which the Transferor Interest would be less than such Minimum Transferor Interest, or (Bii) the amount by which the Pool Balance would be less than the Minimum Aggregate Principal Receivables (less any amounts in the case Excess Funding Account (in either case, up to the principal amount of an event described such Receivables, reduced by any Discount Factor then in clause effect); provided that if the Transfer Deposit Amount is not deposited as required by this sentence, then the amounts to be deducted in respect of such Receivables shall only be deducted from the Pool Balance to the extent that the Transferor Interest is not reduced below the Minimum Transferor Interest and the Pool Balance is not reduced below the Minimum Aggregate Principal Receivables (ii)less any amounts in the Excess Funding Account) and the Receivables, the circumstances causing amounts to be deducted in respect of which have not been so deducted, shall not be reassigned to the Transferor and shall remain part of the Trust. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transfer Deposit Amount, if any, the Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Receivable, all Collateral Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment as shall be furnished by the Transferor and shall take such other actions as shall reasonably be requested by the Transferor, to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept a reassignment of any such Receivable and to become an Ineligible Receivable pay any related Transfer Deposit Amount shall no longer exist and constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (y) Transferor shall have delivered an Officer’s Certificate describing or the nature Trustee on behalf of such breach and the manner in which the relevant representation and warranty became true and correctCertificateholders).

Reassignment of Ineligible Receivables. (a) REASSIGNMENT OF RECEIVABLES. If (i) any representation or warranty of Transferor contained in Section SECTION 2.4(a)(ii), (iii), (iv), (ixvii), (xviii) or (xiix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer the Trust by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s the Trust's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer the Trust free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by Indenture Trustee) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in Section 2.5(aSECTION 2.7(a) with respect to any Receivables transferred to Issuer the Trust by Transferor, then such Receivable shall be designated an “Ineligible Receivable” "INELIGIBLE RECEIVABLE" and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided PROVIDED that such Receivables will not be deemed to be Ineligible 27 Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer the Trust if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause CLAUSE (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause CLAUSE (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s 's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. If (ia) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi) is not true and correct in any material respect as of In the date specified therein event that with respect to a Originator Receivable any Receivable transferred to Issuer by Transferor or any Account and Seller Specified Representation is breached and, as a result of such breach any Receivables in breach, a Seller Requisite Effect occurs, then within the Required Time, the related Account become Defaulted Receivables or Issuer’s rights inSeller shall repurchase such affected Originator Receivable and pay to Purchaser an amount in cash equal to the Purchase Price, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available adjusted for any reason Collections received, paid for any such Ineligible Receivable by Purchaser to Issuer free and clear of any Liensuch related Seller; provided, unless cured within 60 days (or however, that no such longer period, not in excess of 150 days, as may payment shall be agreed required to by Indenture Trustee) be made after the earlier to occur expiration of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in Section 2.5(a) with respect to any Receivables transferred to Issuer by Transferor, then such Receivable shall be designated an “Ineligible Receivable” and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer periods specified herein if, on any day prior within such applicable period, such representations and warranties with respect to such affected Originator Receivable shall then be true and correct in all respects as if such affected Originator Receivable has been created on such day. The obligation of each Seller set forth in this Section shall constitute the sole remedy respecting any breach of the Seller Specified Representations available to Purchaser. Notwithstanding the above, any breach of subsection 4.2(b)(iii) or 4.2(b)(ix), upon expiration of 30 days from the breach, the Seller shall repurchase the unfunded portion of such affected Originator Receivable and make a payment to the end Purchaser pursuant to Section 6.1 above; provided, however, that no such removal and payment shall be required to be made after the expiration of such 60-30 day or longer period if, on any day within such applicable period, (x) either (A) in the case of an event described in clause (i), the relevant representation such representations and warranty warranties with respect to such Originator Receivable shall then be true and correct in all material respects as if made such Originator Receivable had been created on such day or (B) in the case of an event described in clause (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correctday.

Reassignment of Ineligible Receivables. If (a) Reassignment of Receivables. In the event (i) any 28 37 representation or warranty of Transferor contained in Section 2.4(a)(iisubsection 2.04(a)(ii), (iii), (iv), (ixvii), (xviii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein in the applicable subsection with respect to any Receivable Account or the related Receivables transferred to Issuer the Trust by such Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s the Trust's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer the Trust free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by Indenture the Trustee) after the earlier to occur of the discovery thereof by such Transferor or receipt by Transferor or a designee of such Transferor of notice thereof given by Indenture the Trustee, or (ii) it is so provided in Section 2.5(asubsection 2.07(a) with respect to any Receivables transferred to Issuer the Trust by such Transferor, then such Receivable Transferor shall be designated an “accept reassignment of all Receivables in the related Account ("Ineligible Receivable” Receivables") on the terms and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any dayconditions set forth in paragraph (b) below; provided provided, however, that such Receivables will not be deemed to be Ineligible Receivables but and will not be deemed Eligible Receivables and reassigned to such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (Aa) in the case of an event described in clause (i), ) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (Bb) in the case of an event described in clause (ii), ) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such Transferor shall have delivered to the Trustee an Officer’s 's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. The Transferor will notify the Rating Agencies of any such breach that is not cured within the time periods specified above.

Reassignment of Ineligible Receivables. If (i) Reassignment of Receivables. In the event any representation or --------------------------- warranty of Transferor contained in Section 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi2.4(b) is not true and correct in any material -------------- respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 sixty (60) days (or such longer period, not in excess of 150 120 days, as may be agreed to by the Indenture Trustee) after the earlier to occur of the discovery thereof by Transferor Seller or receipt by Transferor or a designee Seller of Transferor of written notice thereof given by Indenture the Owner Trustee, the Indenture Trustee or the Servicer, then Seller shall accept reassignment of all Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth ---------------------- in paragraph (ii) it is so provided below. Notwithstanding anything contained in this Section ------- 2.4(d) to the contrary, in the event of breach of any representation and ------ warranty set forth in Section 2.5(a2.4(b) with respect to any Receivables transferred to Issuer by Transferor, then such Receivable shall be designated an “Ineligible Receivable” and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer if, on any day prior having been -------------- conveyed to the end Issuer free and clear of such 60-day any Lien of any Person claiming through or longer period, (x) either (A) under Seller and its Affiliates and in the case of an event described in clause (i), the relevant representation and warranty shall be true and correct compliance in all material respects as if made on such day or (B) in with all Requirements of Law applicable to Seller, immediately upon the case earlier to occur of an event described in clause (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s Certificate describing the nature discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Owner Trustee, the Indenture Trustee or the Servicer, Seller shall repurchase and the manner Owner Trustee shall convey, without recourse, representation or warranty, all of the Owner Trustee's right, title and interest in which each Ineligible Receivable, and the relevant representation and warranty became true and correctServicer shall promptly notify the Rating Agencies of such event.

Reassignment of Ineligible Receivables. If (i) any representation or warranty of Transferor contained in Section SECTION 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi) or any representation or warranty of Transferor (as defined in the Pooling and Servicing Agreement) contained in SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) of the Pooling and Servicing Agreement and deemed made under this Agreement pursuant to SECTION 2.4(b) of this Agreement is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s 's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by Indenture Trustee) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in Section SECTION 2.5(a) with respect to any Receivables transferred to Issuer by Transferor, then such Receivable shall be designated an “Ineligible Receivable” "INELIGIBLE RECEIVABLE" and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided PROVIDED that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer if, on any day prior to the end of such 60-day or longer period, (x) either (Aa) in the case of an event described in clause CLAUSE (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (Bb) in the case of an event described in clause CLAUSE (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s 's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. If (a) Reassignment of Receivables. In the event (i) any representation --------------------------- or warranty of Transferor a Seller contained in Section 2.4(a)(ii2.04(a)(ii), (iii), (iv), (ixvii), (xviii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein (individually or together with respect to any Receivable other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders' Interest of all Series in any Receivables transferred to Issuer by Transferor or the Trust (which determination shall be made without regard to the availability of funds under any Account Series Enhancement) and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available remains uncured for any reason to Issuer free and clear of any Lien, unless cured within 60 sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by Indenture the Trustee) after the earlier to occur of the discovery thereof by Transferor the Seller that transferred such Receivables to the Trust or receipt by Transferor or a designee of Transferor such Seller of notice thereof given by Indenture the Trustee, or (ii) it is so provided in Section 2.5(a2.07(a) with respect to any Receivables transferred to Issuer the Trust by Transferorsuch Seller, then such Receivable Seller shall be designated an “accept reassignment of all Receivables in the related Account ("Ineligible Receivable” Receivables") on the terms and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any dayconditions set forth in paragraph ------------------------ (b) below; provided provided, however, that such Receivables will not be deemed to be --------- ------- Ineligible Receivables but and will not be deemed Eligible Receivables and reassigned to such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer Seller if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i), ) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii), ) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor such Seller shall have delivered to the Trustee an Officer’s 's Certificate of the Seller describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. If (i) Reassignment of Receivables. In the event any representation or --------------------------- warranty of Transferor contained in Section 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi2.4(b) is not true and correct in any material -------------- respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 sixty (60) days (or such longer period, not in excess of 150 120 days, as may be agreed to by the Indenture Trustee) after the earlier to occur of the discovery thereof by Transferor Seller or receipt by Transferor or a designee Seller of Transferor of written notice thereof given by Indenture the Owner Trustee, the Indenture Trustee or the Servicer, then Seller shall accept reassignment of all Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth ---------------------- in paragraph (ii) it is so provided below. Notwithstanding anything contained in this Section ------- 2.4(d) to the contrary, in the event of breach of any representation and ------ warranty set forth in Section 2.5(a2.4(b) with respect to any Receivables transferred to Issuer by Transferor, then such Receivable shall be designated an “Ineligible Receivable” and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer if, on any day prior having been -------------- conveyed to the end Issuer free and clear of such 60-day any Lien of any Person claiming through or longer period, (x) either (A) under Seller and its Affiliates and in the case of an event described in clause (i), the relevant representation and warranty shall be true and correct compliance in all material respects as if made on such day or (B) in with all Requirements of Law applicable to Seller, immediately upon the case earlier to occur of an event described in clause (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s Certificate describing the nature discovery of such breach by Seller or receipt by Seller of written notice of such breach given by the Owner Trustee, the Indenture Trustee or the Servicer, Seller shall repurchase and the manner Owner Trustee shall convey, without recourse, representation or warranty, all of the Owner Trustee's right, title and interest in which each Ineligible Receivable, and the relevant representation and warranty became true and correctServicer shall promptly notify Xxxxx'x of such event.

Reassignment of Ineligible Receivables. If (i) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by Indenture TrusteeTrustee (at the direction of the Majority Holders)) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture TrusteeTrustee (at the direction of the Majority Holders), or (ii) it is so provided in Section 2.5(a) with respect to any Receivables transferred to Issuer by Transferor, then such Receivable shall be designated an “Ineligible Receivable” and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. (a) REASSIGNMENT OF RECEIVABLES. If (i) any representation or warranty of Transferor contained in Section SECTION 2.4(a)(ii), (iii), (iv), (ixvii), (xviii) or (xiix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer the Trust by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s the Trust's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer the Trust free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by Indenture Trustee) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in Section 2.5(aSECTION 2.7(a) with respect to any Receivables transferred to Issuer the Trust by Transferor, then such Receivable shall be designated an “Ineligible Receivable” "INELIGIBLE RECEIVABLE" and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided PROVIDED that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer the Trust if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause CLAUSE (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause CLAUSE (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s 's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. If (i) any representation or warranty of Transferor contained in Section SECTION 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi) or any representation or warranty of Transferor (as defined in the Pooling and Servicing Agreement) contained in SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) of the Pooling and Servicing Agreement and deemed made under this Agreement pursuant to SECTION 2.4(b) of this Agreement is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or Issuer’s 's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by Indenture Trustee) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in Section SECTION 2.5(a) with respect to any Receivables transferred to Issuer by Transferor, then such Receivable shall be designated an “Ineligible Receivable” "INELIGIBLE RECEIVABLE" and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided PROVIDED that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause CLAUSE (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause CLAUSE (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s 's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.