Common use of Reassignment of Receivables Clause in Contracts

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually or together with any 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 the Trustee (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(a) with respect to any Receivables transferred to the Trustee by the Transferor, then the Transferor shall accept reassignment of all Receivables in the related Account (“Ineligible Receivables”) on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor 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) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iiiiv), (ivvi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables transferred to the Trustee Receivable (which determination shall be made without regard to the availability of whether funds under are then available pursuant to any Series Enhancement) and remains uncured for sixty (60) unless 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 Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by the such Transferor of written notice thereof given by the TrusteeTrust, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable and such breach has a material adverse effect on any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) or (iiiii) it is so provided in Section 2.07(a) with respect to any Receivables transferred conveyed to the Trustee Trust by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor 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) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correctSection 2.05(b).

Reassignment of Receivables. In the event (i) any representation or warranty of the a Transferor contained in Section 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein (individually or together with respect to any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables Receivable transferred to the Trustee (which determination shall be made without regard by such Transferor or an Account owned by such Transferor and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trustee'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 the availability Trustee free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the such Transferor or receipt by the such Transferor of notice thereof given by the TrusteeTrustee (and as soon as practicable after such discovery or receipt of notice such Transferor shall endeavor to exclude the aggregate of the Receivables of the related Accounts from the aggregate of the Receivables in the Trust), or (ii) it is so provided in Section 2.07(a) with respect to any Receivables transferred to the Trustee by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the such Transferor 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) the such Transferor shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained set forth in Section 2.04(a)(iisubsection 2.03(a) or (c) or subsection 2.04(a)(i), (iii), (iv), (vii), (viiiii) or (ixvi) is not true and correct in any material respect as of the date specified therein (individually or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series Receivables designated for inclusion in any Receivables transferred to the Trustee (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof Issuing Entity by the Transferor or receipt the availability of the proceeds thereof to the Issuing Entity, then either the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor of notice thereof Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the TrusteeNoteholders), or (ii) it is so provided may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in Section 2.07(a) with respect to any Receivables transferred to the Trustee Issuing Entity by the Transferor, then pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period as may be specified in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment of all Receivables in the related Account (“Ineligible Receivables”) on the terms and conditions set forth in paragraph (b) below; provided, however, that such the Transferor shall only be required to accept reassignment of Receivables will not be transferred under an agreement with respect to which the relevant representation and warranty was deemed to be Ineligible breached; and provided, further, the affected Receivables and will not be reassigned to the Transferor if, on any day prior to the end of during such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day or day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (Bi) in connection with amounts determined under clause (a) of the case definition of an event described in clause “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) above in connection with the circumstances causing amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such Receivable to become an Ineligible Receivable shall no longer exist and (y) reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor shall have delivered to accept a reassignment of any Receivables as provided above, the Trustee an Officer’s Certificate obligation of the Transferor describing to accept such reassignment pursuant to this Section 2.06 and to make the nature deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such breach and the manner in which the relevant representation and warranty became true and correctproperty pursuant to this Section 2.06.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section subsection 2.04(a)(ii), (iiiiv), (ivvi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables transferred to the Trustee Receivable (which determination shall be made without regard to the availability of whether funds under are then available pursuant to any Series Enhancement) and remains uncured for unless cured within sixty (60) days (or such longer period, not in excess of 150 120 days, as may be agreed to by the TrusteeIndenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by the such Transferor of written notice thereof given by the Owner Trustee, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in subsection 2.04(a)(iii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable and such breach has a material adverse effect on any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) or (iiiii) it is so provided in Section subsection 2.07(a) or 2.09(d)(iii) with respect to any Receivables transferred conveyed to the Trustee Trust by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“Ineligible Receivables”"INELIGIBLE RECEIVABLES") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor 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) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section subsection 2.04(a)(ii), (iiiiv), (ivvi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has results in such Receivable in the related Account becoming a material adverse effect on Defaulted Receivable or the Certificateholders’ Interest Trust's rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds of all Series in such Receivable not being available for any Receivables transferred other reason to the Trustee (which determination shall be made without regard to the availability Trust free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 120 days, as may be agreed to by the TrusteeTrustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by the such Transferor of written notice thereof given by the TrusteeTrustee or the Servicer, (ii) in the event that a Receivable is not an Eligible Receivable because of the failure to satisfy the conditions set forth in clause (d) or (iie) of the definition of "Eligible Receivable" or (iii) it is so provided in Section subsection 2.07(a) with respect to any Receivables transferred conveyed to the Trustee Trust by the such Transferor, then such Receivable shall be designated an "Ineligible Receivable" and shall be assigned a principal balance of zero for the Transferor shall accept reassignment purpose of all determining the aggregate amount of Principal Receivables in the related Account (“Ineligible Receivables”) on the terms and conditions set forth in paragraph (b) belowany day; provided, however, provided that such Receivables pursuant to clause (i) will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and will not such Principal Receivables shall be reassigned to included in determining the Transferor aggregate Principal Receivables in 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 (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 clauses (ii) above and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section subsection 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables related Account transferred to the Trustee (which determination shall be made without regard Trust by such Transferor and as a result of such breach any Receivables in the related Account become Defaulted Receivables or 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 the availability Trust free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the such Transferor or receipt by the such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section subsection 2.07(a) with respect to any Receivables transferred to the Trustee Trust by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; providedPROVIDED, howeverHOWEVER, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the such Transferor 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) the such Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event that: (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iii), (iv), [(viivi)](vii), (viii), [(ix) or (ix) x)] is not true and correct in any material respect as of the date specified therein (individually or together with any 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 the Trustee Trust (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for sixty (60) 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 TrusteeDepositor delivers an Officer's Certificate to the Trustee to the effect that the Depositor has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such breach) after the earlier to occur of the discovery thereof by the Transferor Depositor or receipt by the Transferor Depositor of written notice thereof given by the Trustee, or or (ii) it is so provided in Section 2.07(a) with respect to any Receivables transferred to the Trustee by the TransferorReceivables, then the Transferor Depositor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below[; providedPROVIDED, howeverHOWEVER, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor Depositor 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) the Transferor Depositor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor Depositor describing the nature of such breach and the manner in which in the relevant representation and warranty became true and correct].

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually or together with any 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 the Trustee (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(a) with respect to any Receivables transferred to the Trustee by the Transferor, then the Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor 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) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iiiiv), (ivvi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables transferred to the Trustee Receivable (which determination shall be made without regard to the availability of whether funds under are then available pursuant to any Series Enhancement) and remains uncured for sixty (60) unless cured within 60 days (or or, if the Transferor is diligently pursuing a cure of such longer periodbreach, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by the such Transferor of written notice thereof given by the TrusteeTrust, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) or (iiv) is not true and correct in any material respect as of the date specified therein with respect to any Receivable and such breach has a material adverse effect on any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) or (iii) it is so provided in Section 2.07(a) with respect to any Receivables transferred conveyed to the Trustee Trust by the such Transferor, then the Transferor in each such case such Receivable shall accept reassignment of all Receivables in the related Account be designated ineligible (“Ineligible Receivables”) and (A) shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day and (B) at the option of such Transferor the Issuer’s interest in such Ineligible Receivables shall be reassigned to such Transferor on the terms and conditions set forth in paragraph (bc) below; provided, however, provided that such Receivables pursuant to clause (i) will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and will not such Principal Receivables shall be reassigned to included in determining the Transferor aggregate Principal Receivables in the 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 (1) clause (i) above ), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B2) in the case of an event described in clause clauses (ii) above and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the such Transferor shall have delivered to the Trustee an Officer’s Certificate of to the Transferor Issuer and the Indenture Trustee describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event If (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually or together with respect to any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables Receivable transferred to the Trustee (which determination shall be made without regard Trust by Transferor or any Account and as a result of such breach any Receivables in the related Account become Defaulted Receivables or 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 the availability Trust free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor or a designee of Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(a2.7(a) with respect to any Receivables transferred to the Trustee Trust by the Transferor, then such Receivable shall be designated an "Ineligible Receivable" and shall be assigned a principal balance of zero for the Transferor shall accept reassignment purpose of all determining the aggregate amount of Principal Receivables in the related Account (“Ineligible Receivables”) on the terms and conditions set forth in paragraph (b) belowany day; provided, however, provided that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and will not such Principal Receivables shall be reassigned to included in determining the Transferor aggregate Principal Receivables in 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 (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) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the a Transferor contained in Section subsection 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein (individually or together with respect to any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables Receivable transferred to the Trustee (which determination shall be made without regard by such Transferor and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trustee'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 the availability Trustee free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the such Transferor or receipt by the such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section subsection 2.07(a) with respect to any Receivables transferred to the Trustee by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the such Transferor 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) the such Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.