Common use of Reassignment of Receivables Clause in Contracts

Reassignment of Receivables. If (i) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the 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 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 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 Trustee, or (ii) it is so provided in Section 2.7(a) with respect to any Receivables transferred to the Trust 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 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), 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 Receivables. If In the event that (i) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iiiSECTIONS 2.04(a)(ii), (iv), (vi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to or the Trust by Transferor or any related Account and as a result of such breach any Receivables results in such Receivable in the related Account become becoming a Defaulted Receivables Receivable or the TrustIssuer's rights in, to or under such Receivables the Receivable or its proceeds becoming impaired or the proceeds of such Receivables are impaired or such proceeds are Receivable not being available for any other reason to the Trust Issuer free and clear of any Lien, unless cured within 60 sixty (60) days (or such longer period, not in excess of 150 one hundred twenty (120) days, as may be agreed in writing to by Trusteethe Indenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Issuer or receipt by Transferor or a designee of such Transferor of written notice thereof given by the Owner Trustee, Indenture Trustee or the Servicer, (ii) 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 2.7(aSECTION 2.07(a) with respect to any Receivables transferred conveyed to the Trust Issuer by such Transferor, then in each such case such Receivable shall be designated ineligible (as such, an "Ineligible Receivable" INELIGIBLE RECEIVABLE") and (A) shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any dayday 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 (c) below; provided PROVIDED that such Receivables pursuant to clause (i) 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 the Trust Issuer if, on any day prior to the end of such 60sixty-day or longer period, (x) either (A1) 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 (B2) in the case of an event described in clause clauses (ii) and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such Transferor shall have delivered an Officer's Certificate to the 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. If In the event (i) any representation or warranty of Transferor contained in Section 2.4(a)(iisubsection 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 with respect to any Receivable Account or the related Receivables transferred to 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 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 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 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 the Trustee, or (ii) it is so provided in Section 2.7(asubsection 2.07(a) with respect to any Receivables transferred to 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 the Trust 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) such Transferor shall have delivered to the Trustee an Officer'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 Receivables. If In the event (i) any representation or warranty of a Transferor contained in Section 2.4(a)(iisubsection 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 with respect to any Receivable Designated Asset transferred to the Trust or any Receivables in which a Participation Interest is transferred to the Trust (the "Participating Receivables") by such Transferor or any with respect to an Account designated by such Transferor and as a result of such breach any Receivables or Participating Receivables in the related Account become Defaulted Receivables or the Trust's rights in, to or under such Designated Asset or Participating Receivables or the proceeds of such Designated Asset or Participating Receivables are impaired or such proceeds are not available for any reason to 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 Trusteethe Trustee and if such Transferor shall deliver to the Trustee an Officer's Certificate stating that such breach is capable of being cured and describing the method by which such breach is to be cured) 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 the Trustee, or (ii) it is so provided in Section 2.7(asubsection 2.07(a) with respect to any Designated Asset or Participating Receivables transferred to the Trust by such Transferor, then such Receivable Transferor shall be designated an accept reassignment of the related Receivables, Participation Interest or Participating 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, Participation Interest or Participating 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 the Trust 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) 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.Receivable,

Reassignment of Receivables. If In the event that (i) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iiiSections 2.04(a)(ii), (iv), (vi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to or the Trust by Transferor or any related Account and as a result of such breach any Receivables results in such Receivable in the related Account become becoming a Defaulted Receivables Receivable or the TrustIssuer's rights in, to or under such Receivables the Receivable or its proceeds becoming impaired or the proceeds of such Receivables are impaired or such proceeds are Receivable not being available for any other reason to the Trust Issuer free and clear of any Lien, unless cured within 60 sixty (60) days (or such longer period, not in excess of 150 one hundred twenty (120) days, as may be agreed in writing to by Trusteethe Indenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Issuer or receipt by Transferor or a designee of such Transferor of written notice thereof given by the Owner Trustee, Indenture Trustee or the Servicer, (ii) 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 2.7(a2.07(a) with respect to any Receivables transferred conveyed to the Trust Issuer by such Transferor, then in each such case such Receivable shall be designated ineligible (as such, an "Ineligible Receivable" ") and (A) shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any dayday 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 (c) below; provided that such Receivables pursuant to clause (i) 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 the Trust Issuer if, on any day prior to the end of such 60sixty-day or longer period, (x) either (A1) 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 (B2) in the case of an event described in clause clauses (ii) and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such Transferor shall have delivered an Officer's Certificate to the 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. (a) If (i) any representation or warranty of Transferor contained set forth in Section 2.4(a)(iisubsection 2.3 (a), (iiic), (ivd) or (e) or paragraph 2.4(a)(i), (viiv), (viiivi) or (ixx) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor or any Account made and as a result of such breach any Receivables has a material adverse effect on the Trust’s interest in the related Account become Defaulted Receivables or the Trust's rights in, to or under such Receivables or the proceeds of such Receivables thereof (which determination shall be made without regard to whether funds are impaired or such proceeds are not then available for any reason to the Trust free and clear of or any LienSeries Indebtedness Holders pursuant to any Series Enhancement), unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to in writing by Trusteethe Trust and each Rating Agency) after the earlier to occur of the discovery thereof by Transferor the Seller or receipt by Transferor or a designee of Transferor the Seller of notice thereof given by Trusteethe Trust or the Servicer, then: (i) if the Trust provides written notice to the Seller of its desire to assign the Receivables and any Participation Interest to the Seller, the Trust shall assign to the Seller or its designee, and the Seller or its designee shall purchase from the Trust, all of the Trust’s right, title and interest in, to and under the Receivables and any Participation Interest on the first Allocation Date following the Monthly Period in which such notice is received by the Seller; (ii) it is so provided in Section 2.7(apayment for such purchase, (A) the Seller shall make a deposit, not later than 12:00 noon (Toronto time) on such Allocation Date, into the Collection Account in immediately available funds in an amount equal to the sum of the amounts specified therefor with respect to any each outstanding Series in the related Supplement, and (B) the amount payable by the Trust to the Seller in respect of the Seller Indebtedness shall be reduced by an amount equal to an amount by which the Principal Receivables transferred purchased exceeds the amount specified to be payable by the Seller to the Trust by Transferorpursuant to the related Supplement. (b) Upon the making of the deposits to the Collection Account, then such Receivable if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall be designated an "Ineligible Receivable" automatically 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 without further action be deemed to be Ineligible Receivables but will be deemed Eligible sell, transfer, assign, set over and otherwise convey to the Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Trust, in, to and under such Receivables and any Participation Interests, all monies due or to become due and all amounts received with respect thereto, any Funds Collateral securing such Principal Receivables and all proceeds thereof. The Trust shall execute such documents and instruments of transfer or assignment, release, reconveyance or discharge, as the case may be, and take such other actions as shall reasonably be included in determining requested by the aggregate Principal Receivables in Seller to effect the conveyance by the Trust if, on any day prior to the end Seller of such 60-day or longer periodReceivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, (x) either (A) and to make the deposits, if any, required to be made to the Collection Account as provided in this section 2.6, shall constitute the case of an sole remedy respecting the event described giving rise to such obligation available to the Trust, except as provided 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 correctsection 3.4.

Reassignment of Receivables. If In the event that (i) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iiiSections 2.04(a)(ii), (iv), (v), (vi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to or the Trust by Transferor or any related Account and as a result of such breach any Receivables results in such Receivable in the related Account become becoming a Defaulted Receivables Receivable or the Trust's Issuer’s rights in, to or under such Receivables the Receivable or its proceeds becoming impaired or the proceeds of such Receivables are impaired or such proceeds are Receivable not being available for any other reason to the Trust Issuer free and clear of any Lien, unless cured within 60 sixty (60) days (or such longer period, not in excess of 150 one hundred twenty (120) days, as may be agreed in writing to by Trusteethe Indenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Issuer or receipt by Transferor or a designee of such Transferor of written notice thereof given by the Owner Trustee, the Indenture Trustee or the Servicer, (ii) 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 2.7(a2.07(a) with respect to any Receivables transferred conveyed to the Trust Issuer by such Transferor, then in each such case such Receivable shall be designated ineligible (as such, an "“Ineligible Receivable" ”) and (A) shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any dayday 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 (c) below; provided that such Receivables pursuant to clause (i) 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 the Trust Issuer if, on any day prior to the end of such 60sixty-day or longer period, (x) either (A1) 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 (B2) in the case of an event described in clause clauses (ii) and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such Transferor shall have delivered an Officer's ’s Certificate to the 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. If (i) any representation or warranty of Transferor contained in Section SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the 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 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 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 Trustee, or (ii) it is so provided in Section SECTION 2.7(a) with respect to any Receivables transferred to the Trust by Transferor, then such Receivable shall be designated an "Ineligible ReceivableINELIGIBLE 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 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 Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. If In the event that (i) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iiiSECTIONS 2.04(a)(ii), (iv), (vi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to or the Trust by Transferor or any related Account and as a result of such breach any Receivables results in such Receivable in the related Account become becoming a Defaulted Receivables Receivable or the TrustIssuer's rights in, to or under such Receivables the Receivable or its proceeds becoming impaired or the proceeds of such Receivables are impaired or such proceeds are Receivable not being available for any other reason to the Trust Issuer free and clear of any Lien, unless cured within 60 sixty (60) days (or such longer period, not in excess of 150 one hundred twenty (120) days, as may be agreed in writing to by Trusteethe Indenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Issuer or receipt by Transferor or a designee of such Transferor of written notice thereof given by the Owner Trustee, Indenture Trustee or the Servicer, (ii) 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 2.7(aSECTION 2.07(a) with respect to any Receivables transferred conveyed to the Trust Issuer by such Transferor, then in each such case such Receivable shall be designated ineligible (as such, an "Ineligible Receivable" INELIGIBLE RECEIVABLE") and (A) shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any dayday 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 (c) below; provided PROVIDED that such Receivables pursuant to clause (i) 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 the Trust Issuer if, on any day prior to the end of such 60sixty-day or longer period, (x) either (A1) 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 (B2) in the case of an event described in clause clauses (ii) and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such Transferor shall have delivered an Officer's Certificate to the 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. The Transferor shall also have delivered an Officer's Certificate to each Rating Agency describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. If In the event (i) any representation or warranty of Transferor the Seller contained in Section 2.4(a)(ii2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor the Seller or any Account owned by the Seller 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 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 the Trustee) after the earlier to occur of the discovery thereof by Transferor the Seller or receipt by Transferor the Seller or a designee of Transferor the Seller of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.7(a2.07(a) with respect to any Receivables transferred to the Trust by Transferorthe Seller, then such Receivable the Seller shall be designated an accept reassignment of all Receivables in the related Account ("Ineligible Receivable" INELIGIBLE 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 such Principal Receivables shall be included in determining reassigned to the aggregate Principal Receivables in the Trust Seller if, on any day prior to the end of such 60-day or longer period, (xA) either (A1) 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 (B2) 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 (yB) Transferor the Seller shall have delivered to the Trustee 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 Receivables. If (ia) In the event any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ixunder Clause 4.2(a) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor or any Account and as a result of such breach any Receivables in the related Account, Account become Defaulted Owner at the request of Receivables or the Trust's rights in, to or under such Receivables or the proceeds Purchaser shall accept reassignment of such Receivables on the terms and conditions set forth in Clause 7.1(b). (b) Account Owner shall accept reassignment from Receivables Purchaser of all Receivables in any Account in which any Receivables described in Clause 7.1(a) are impaired or outstanding, and shall pay for such proceeds are not reassigned Receivables by paying to Receivables Purchaser in immediately available for any reason funds prior to the Trust free and clear fifth (5th) succeeding Business Day, an amount equal to the unpaid principal balance of any Liensuch Receivables plus an amount equal to the product of (i) such Receivables, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to multiplied by 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 Trustee, or (ii) it is so provided the weighted average LIBOR Rate for such period, divided by (iii) 365, multiplied by the number of days during the period from the date such Receivables were created to the date such Receivables were reassigned. Upon reassignment of such Receivables, Receivables Purchaser shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Account Owner, without recourse, representation or warranty, all the right, title and interest of Receivables Purchaser in Section 2.7(a) and to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds thereof. Receivables Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Account Owner to any Receivables transferred to effect the Trust by Transferor, then such Receivable shall be designated an "Ineligible Receivable" and shall be assigned a principal balance transfer of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables will not be deemed and other property pursuant to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the 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), 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 correctthis Clause.

Reassignment of Receivables. If In the event (i) any representation or warranty of Transferor the Seller contained in Section 2.4(a)(ii2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor the Seller or any Account owned by any Account Originator 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 Trust free and clear of any Lien, the principal balance of such Receivables shall be reduced to zero for the purposes of this Agreement and, 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 Transferor the Seller or receipt by Transferor the Seller or a designee of Transferor the Seller of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.7(a2.07(a) with respect to any Receivables transferred to the Trust by Transferorthe Seller, then such Receivable the 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 such Principal Receivables shall be included in determining reassigned to the aggregate Principal Receivables in the Trust Seller if, on any day prior to the end of such 60-day 60day 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 the Seller 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 Receivables. If (i) In the event any representation or warranty of the Transferor contained set forth in Section 2.4(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 and such breach has a material adverse effect on the Receivables designated for inclusion in the Issuing Entity by the Transferor or the availability of the date specified therein with respect to any Receivable transferred proceeds thereof to the Trust 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, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or any the applicable Account and as a result of Assignment, if such breach and any Receivables in the related Account become Defaulted Receivables or the Trust's rights in, to or under material adverse effect caused by such Receivables or the proceeds of such Receivables are impaired or such proceeds are breach is not available for any reason to the Trust free and clear of any Lien, unless cured within 60 days of such notice (or within such longer period, not in excess of 150 days, period as may be agreed specified in such notice), and upon those conditions the Transferor shall be obligated to by Trustee) after accept such reassignment on the earlier terms set forth below; provided, however, that the Transferor shall only be required to occur accept reassignment of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Trustee, or (ii) it is so provided in Section 2.7(a) Receivables transferred under an agreement with respect to any Receivables transferred which the relevant representation and warranty was deemed to be breached; and provided, further, the Trust 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 affected Receivables will not be deemed reassigned to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in the Trust 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), 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 “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the 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 reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the 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 described of the type specified above in clause this Section 2.06 available to the Noteholders (iior 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 circumstances causing such Receivable 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 an Ineligible Receivable 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 no longer exist be reimbursed by the Servicer). The Issuing Entity shall execute such documents and (y) instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor shall have delivered an Officer's Certificate describing to effect the nature 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. If (i) any representation or warranty of Transferor contained in Section 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the 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 ’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 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 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 Trustee, or (ii) it is so provided in Section 2.7(a) with respect to any Receivables transferred to the Trust 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 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), 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 ’s Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. If In the event that (i) any representation or warranty of the Transferor contained in Section subsection 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by the Transferor or any Account owned by the Credit Card Originator and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trust'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 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 the Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor or a designee of the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section subsection 2.7(a) with respect to any Receivables transferred to the Trust by the 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 provided, however, that such Receivables will not be deemed to be Ineligible Receivables but will be deemed an Eligible Receivables Receivable and such Principal Receivables shall be included in determining the 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 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 Receivables. If In the event that (i) any representation or warranty of the Transferor contained in Section subsection 2.4(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by the Transferor or any Account owned by the Credit Card Originator 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 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 the Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor or a designee of the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section subsection 2.7(a) with respect to any Receivables transferred to the Trust by the 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 provided, however, that such Receivables will not be deemed to be Ineligible Receivables but will be deemed an Eligible Receivables Receivable and such Principal Receivables shall be included in determining the 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 an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.