Common use of Reassignment of Receivables Clause in Contracts

Reassignment of Receivables. In the event (i) any representation or warranty contained in Section 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 or the related Account 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) unless cured within 60 days (or, if the Transferor is diligently pursuing a cure of such breach, 150 days) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by such Transferor of written notice thereof given by the Trust, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) or (v) 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 conveyed to the Trust by such Transferor, then in each such case such Receivable shall 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 (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 Issuer if, on any day prior to the end of such 60-day or longer period, (x) either in the case of an event described in (1) clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (2) 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. In the event (i) any representation or warranty of the Seller contained in Section 2.04(a)(ii), (iviii), (viiv), (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 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 breach has a material adverse effect on any Receivable (which determination Receivables shall be made without regard reduced to whether funds are then available pursuant to any Series Enhancement) zero for the purposes of this Agreement and, unless cured within 60 days (oror such longer period, if the Transferor is diligently pursuing a cure not in excess of such breach, 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 Seller or receipt by such Transferor the Seller or a designee of written the Seller of notice thereof given by the TrustTrustee, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) or (v) 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 conveyed transferred to the Trust by such Transferorthe Seller, then the Seller shall accept reassignment of all Receivables in each such case such Receivable shall be designated ineligible the related Account (“"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 (cb) below; provided provided, however, that such Receivables pursuant to clause (i) 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 Issuer 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 (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 (2B) clauses in the case of an event described in clause (ii) and (iii), above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such Transferor the Seller 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.. (b)

Reassignment of Receivables. In the event that (i) any representation or warranty of the Transferor contained in Section 2.04(a)(iisubsection 2.4(a)(ii), (iii), (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 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 such breach has a material adverse effect on clear of any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Lien, unless cured within 60 days (oror such longer period, if the Transferor is diligently pursuing a cure not in excess of such breach, 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 such the Transferor or a designee of the Transferor of written notice thereof given by the TrustTrustee, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) or (v) 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(asubsection 2.7(a) with respect to any Receivables conveyed transferred to the Trust by such the Transferor, then in each such case such Receivable shall be designated ineligible (an “Ineligible Receivables”) Receivable” 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 (c) belowday; provided provided, however, that such Receivables pursuant to clause (i) 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 Issuer 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 (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 (2B) clauses in the case of an event described in clause (ii) and (iii), above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such the 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. In the event If (i) any representation or warranty of Transferor contained in Section 2.04(a)(ii2.4(a)(ii), (iii), (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 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 such breach has a material adverse effect on clear of any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Lien, unless cured within 60 days (oror such longer period, if the Transferor is diligently pursuing a cure not in excess of such breach, 150 days, as may be agreed to by Trustee) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by such Transferor or a designee of Transferor of written notice thereof given by the TrustTrustee, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) or (v) 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(a2.7(a) with respect to any Receivables conveyed transferred to the Trust by such Transferor, then in each such case such Receivable shall be designated ineligible (“an "Ineligible Receivables”) Receivable" 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 (c) belowday; 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 Issuer 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 (1) clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (2B) clauses in the case of an event described in clause (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. In the event (i) any representation or warranty of a Transferor contained in Section subsection 2.04(a)(ii), (iviii), (viiv), (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 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 such breach has a material adverse effect on clear of any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Lien, unless cured within 60 days (oror such longer period, if the Transferor is diligently pursuing a cure not in excess of such breach, 150 days, as may be agreed to by the 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 the such Transferor which conveyed such Receivables to the Trust or receipt by such Transferor of written notice thereof given by the TrustTrustee, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) or (v) 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 subsection 2.07(a) with respect to any Designated Asset or Participating Receivables conveyed transferred to the Trust by such Transferor, then such Transferor shall accept reassignment of the related Receivables, Participation Interest or Participating Receivables in each such case such Receivable shall be designated ineligible the related Account (“"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 (cb) below; provided provided, however, that such Receivables, Participation Interest or Participating Receivables pursuant to clause (i) 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 Issuer 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 (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 (2B) clauses in the case of an event described in clause (ii) and (iii), above 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.Receivable,

Reassignment of Receivables. In the event (i) any representation or warranty contained in Section subsection 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 or 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 Trust's rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds of such Receivable not being available for any Receivable (which determination shall be made without regard other reason to whether funds are then available pursuant to the Trust free and clear of any Series Enhancement) Lien, unless cured within 60 days (oror such longer period, if not in excess of 120 days, as may be agreed to by the Transferor is diligently pursuing a cure of such breach, 150 daysTrustee 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 such Transferor of written notice thereof given by the Trust, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iiithe event that a Receivable is not an Eligible Receivable because of the failure to satisfy the conditions set forth in clause (d) or (ve) 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) definition of "Eligible Receivable" or (iii) it is so provided in Section subsection 2.07(a) with respect to any Receivables conveyed to the Trust by such Transferor, then in each such case such Receivable shall be designated ineligible (“an "Ineligible Receivables”) Receivable" 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 (c) belowday; 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 Issuer 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 (1) clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (2B) in the case of an event described in 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. In the event If (i) any representation or warranty of Transferor contained in Section 2.04(a)(ii2.4(a)(ii), (iii), (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 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 such breach has a material adverse effect on clear of any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) Lien, unless cured within 60 days (oror such longer period, if the Transferor is diligently pursuing a cure not in excess of such breach, 150 days, as may be agreed to by Trustee) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by such Transferor or a designee of Transferor of written notice thereof given by the TrustTrustee, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) or (v) 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(a2.7(a) with respect to any Receivables conveyed transferred to the Trust by such Transferor, then in each such case such Receivable shall be designated ineligible (an “Ineligible Receivables”) Receivable” 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 (c) belowday; 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 Issuer 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 (1) clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (2B) clauses in the case of an event described in clause (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. In the event (i) any representation or --------------------------- warranty contained in Section 2.04(a)(ii), (iv), (vi), (vii), (viii2.4(b) or (ixSection 2.6(c)(v) is not true and -------------- ----------------- correct in any material respect as of the date specified therein with respect to any Receivable or the related Account 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) unless cured within 60 sixty (60) days (oror such longer period, if not in excess of 120 days, as may be agreed to by the Transferor is diligently pursuing a cure of such breach, 150 daysIndenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust Seller or receipt by such Transferor Seller of written notice thereof given by the TrustOwner Trustee, the Indenture Trustee or the Servicer, then Seller shall accept reassignment of all Receivables in the related Account (ii"Ineligible ---------- Receivables") any representation or warranty contained in Section 2.04(a)(iii) or (v) 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 conveyed to the Trust by such Transferor, then in each such case such Receivable shall 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 (cii) below; provided that such Receivables pursuant to clause (i. ----------- Notwithstanding anything contained in this Section 2.4(d) 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 Issuer if, on any day prior to the end contrary, in -------------- the event of such 60-day or longer period, (x) either in the case breach of an event described in (1) clause (i), the relevant any representation and warranty shall be true set forth in Section ------- 2.4(b) with respect to any Receivable having been conveyed to the Issuer free ------ and correct clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects as if made on with all Requirements of Law applicable to Seller, immediately upon the earlier to occur of the discovery of such day breach by Seller or (2) clauses (ii) and (iii)receipt by Seller of written notice of such breach given by the Owner Trustee, 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 or the nature of such breach 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 the relevant representation and warranty became true and correcteach Ineligible Receivable.