Common use of Reassignment of Receivables Clause in Contracts

Reassignment of Receivables. (a) If any representation or warranty set forth in subsection 2.3 (a), (c), (d) or (e) or paragraph 2.4(a)(i), (v), (vi) or (x) is not true and correct in any material respect as of the date made and such breach has a material adverse effect on the Trust’s interest in the Receivables or the proceeds thereof (which determination shall be made without regard to whether funds are then available to the Trust or any Series 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 the Trust and each Rating Agency) after the earlier to occur of the discovery thereof by the Seller or receipt by the Seller of notice thereof given by the 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) in payment 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 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 purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplement. (b) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of such Receivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4.

Reassignment of Receivables. In the event that (ai) If any representation or warranty set forth contained in subsection 2.3 (aSections 2.04(a)(ii), (c), (d) or (e) or paragraph 2.4(a)(iiv), (v), (vi), (vii), (viii) or (xix) is not true and correct in any material respect as of the date made specified therein with respect to any Receivable or the related Account and such breach has a material adverse effect on the Trust’s interest results in such Receivable in the Receivables related Account becoming a Defaulted Receivable or the Issuer’s rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds thereof (which determination shall be made without regard to whether funds are then of such Receivable not being available for any other reason to the Trust or Issuer free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)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 to in writing to by the Trust Indenture Trustee and each Rating Agencythe Servicer) after the earlier to occur of the discovery thereof by the Seller Transferor which conveyed such Receivables to the Issuer or receipt by the Seller such Transferor of written notice thereof given by the Trust Owner Trustee, the Indenture Trustee 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) a Receivable is not an Eligible Receivable because of the failure to satisfy the conditions set forth in payment for clause (d) or (e) of the definition of “Eligible Receivable” or (iii) it is so provided in Section 2.07(a) with respect to any Receivables conveyed to the Issuer by such purchaseTransferor, 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 Seller shall make a deposit, not later than 12:00 noon (Toronto time) purpose of determining the aggregate amount of Principal Receivables 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 each outstanding Series in the related Supplement, any day and (B) at the amount payable by option of such Transferor the Trust to the Seller Issuer’s interest in respect of the Seller Indebtedness such Ineligible Receivables shall be reduced by an amount equal reassigned to an amount by which such Transferor on the Principal Receivables purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplement. terms and conditions set forth in paragraph (bc) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of below; provided that such Receivables pursuant to this section 2.6. The obligation of the Seller clause (i) will not be deemed to accept reassignment of any 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 Participation Interests, and to make the deposits, if any, required to be made day prior to the Collection Account end of such sixty-day or longer period, (x) either (1) 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 provided if made on such day or (2) in this section 2.6the case of an event described in clauses (ii) and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to no longer exist and (y) such obligation available Transferor shall have delivered an Officer’s Certificate to the Trust, except as provided Issuer and the Indenture Trustee describing the nature of such breach and the manner in section 3.4which the relevant representation and warranty became true and correct.

Reassignment of Receivables. (a) If In the event any representation or warranty set forth in subsection 2.3 (a), (c), (d) or (e) or paragraph 2.4(a)(i), (v), (vi) or (xunder Clause 4.2(a) is not true and correct in any material respect as of the date made and specified therein with respect to any Receivable or the related Account, Account Owner at the request of Receivables Purchaser shall accept reassignment of such breach has a material adverse effect Receivables on the Trust’s interest terms and conditions set forth in the Receivables or the proceeds thereof (which determination shall be made without regard to whether funds are then available to the Trust or any Series Indebtedness Holders pursuant to any Series EnhancementClause 7.1(b), unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to in writing by the Trust and each Rating Agency) after the earlier to occur of the discovery thereof by the Seller or receipt by the Seller of notice thereof given by the Trust or the Servicer, then:. (ib) if the Trust provides written notice to the Seller Account Owner shall accept reassignment from Receivables Purchaser of its desire to assign the all Receivables and in any Participation Interest to the Seller, the Trust shall assign to the Seller or its designeeAccount in which any Receivables described in Clause 7.1(a) are outstanding, 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) in payment pay 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 reassigned Receivables by paying to Receivables Purchaser in immediately available funds in prior to the fifth (5th) succeeding Business Day, an amount equal to the sum unpaid principal balance of the amounts specified therefor with respect to 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 such Receivables plus an amount equal to an amount the product of (i) such Receivables, multiplied by which (ii) the Principal Receivables purchased exceeds the amount specified to be payable weighted average LIBOR Rate for such period, divided by (iii) 365, multiplied by the Seller number of days during the period from the date such Receivables were created to the Trust pursuant to the related Supplement. (b) date such Receivables were reassigned. Upon the making of the deposits to the Collection Account, if any, and the reassignment of the such Receivables, Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set set-over and otherwise convey to the Seller or its designeeAccount Owner, without recourse, representation or warranty, all the right, title and interest of the Trust, in, Receivables Purchaser in and to and under such Receivables and any Participation InterestsReceivables, all monies due or to become due and all amounts received or receivable with respect thereto, any Funds Collateral securing such Receivables all Collections with respect thereto, and all proceeds thereof. The Trust Receivables Purchaser shall execute such documents and instruments of transfer or assignment, release, reconveyance or discharge, as the case may be, assignment and take such other actions as shall reasonably be requested by the Seller Account Owner to effect the conveyance by the Trust to the Seller transfer of such Receivables and other property pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4Clause.

Reassignment of Receivables. In the event (ai) If any representation or warranty set forth of a Transferor contained in subsection 2.3 (a2.04(a)(ii), (ciii), (d) or (e) or paragraph 2.4(a)(iiv), (vvii), (viviii), (ix) or (x) is not true and correct in any material respect as of the date made and such breach has a material adverse effect on the Trust’s interest in the Receivables or the proceeds thereof (which determination shall be made without regard specified therein with respect to whether funds are then available any Designated Asset transferred to the Trust or any Series Indebtedness Holders pursuant 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 Series Enhancement)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 in writing by the Trust Trustee and each Rating Agencyif 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 Seller such Transferor or receipt by the Seller such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in subsection 2.07(a) with respect to any Designated Asset or Participating Receivables transferred to the Trust by such Transferor, then such Transferor shall accept reassignment of the related Receivables, Participation Interest or Participating Receivables in the Servicerrelated Account ("Ineligible Receivables") on the terms and conditions set forth in paragraph (b) below; provided, then: however, that such Receivables, Participation Interest or Participating Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to 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 Trust provides written notice to the Seller case 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 an event described in which such notice is received by the Seller; clause (ii) in payment for above the circumstances causing 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 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 purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplement. (b) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of such Receivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4.Receivable,

Reassignment of Receivables. In the event that (ai) If any representation or warranty set forth of the Transferor contained in subsection 2.3 (a2.4(a)(ii), (ciii), (div), (vii), (viii) or (e) or paragraph 2.4(a)(i), (v), (vi) or (xix) is not true and correct in any material respect as of the date made 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 has a material adverse effect on any Receivables in the related Account become Defaulted Receivables or the Trust’s interest in the 's rights in, to or under such Receivables or the proceeds thereof (which determination shall be made without regard to whether funds of such Receivables are then impaired or such proceeds are not available for any reason to the Trust or free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to in writing by the Trust and each Rating AgencyTrustee) after the earlier to occur of the discovery thereof by the Seller Transferor or receipt by the Seller Transferor or a designee of the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in 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, however, that such Receivables will not be deemed to be Ineligible Receivables but will be deemed an Eligible 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 Servicer, then: 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 Trust provides written notice to the Seller case 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 an event described in which such notice is received by the Seller; clause (ii) in payment for above the circumstances causing such purchase, Receivable to become an Ineligible Receivable shall no longer exist and (Ay) the Seller Transferor shall make a deposit, not later than 12:00 noon (Toronto time) on have delivered an Officer's Certificate describing the nature of such Allocation Date, into breach and the Collection Account manner in immediately available funds in an amount equal to the sum of the amounts specified therefor with respect to 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 purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplementrelevant representation and warranty became true and correct. (b) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of such Receivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4.

Reassignment of Receivables. In the event that (ai) If any representation or warranty set forth contained in subsection 2.3 (aSECTIONS 2.04(a)(ii), (c), (d) or (e) or paragraph 2.4(a)(i), (viv), (vi), (vii), (viii) or (xix) is not true and correct in any material respect as of the date made specified therein with respect to any Receivable or the related Account and such breach has a material adverse effect on the Trust’s interest results in such Receivable in the Receivables related Account becoming a Defaulted Receivable or the Issuer's rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds thereof (which determination shall be made without regard to whether funds are then of such Receivable not being available for any other reason to the Trust or Issuer free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)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 to in writing to by the Trust Indenture Trustee and each Rating Agencythe Servicer) after the earlier to occur of the discovery thereof by the Seller Transferor which conveyed such Receivables to the Issuer or receipt by the Seller such Transferor of written notice thereof given by the Trust Owner Trustee, Indenture Trustee 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) a Receivable is not an Eligible Receivable because of the failure to satisfy the conditions set forth in payment for clause (d) or (e) of the definition of "Eligible Receivable" or (iii) it is so provided in SECTION 2.07(a) with respect to any Receivables conveyed to the Issuer by such purchaseTransferor, 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 Seller shall make a deposit, not later than 12:00 noon (Toronto time) purpose of determining the aggregate amount of Principal Receivables 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 each outstanding Series in the related Supplement, any day and (B) at the amount payable by option of such Transferor the Trust to the Seller Issuer's interest in respect of the Seller Indebtedness such Ineligible Receivables shall be reduced by an amount equal reassigned to an amount by which such Transferor on the Principal Receivables purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplement. terms and conditions set forth in paragraph (bc) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of below; PROVIDED that such Receivables pursuant to this section 2.6. The obligation of the Seller clause (i) will not be deemed to accept reassignment of any 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 Participation Interests, and to make the deposits, if any, required to be made day prior to the Collection Account end of such sixty-day or longer period, (x) either (1) 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 provided if made on such day or (2) in this section 2.6the case of an event described in clauses (ii) and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to no longer exist and (y) such obligation available Transferor shall have delivered an Officer's Certificate to the Trust, except as provided Issuer and the Indenture Trustee describing the nature of such breach and the manner in section 3.4which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event that (ai) If any representation or warranty set forth contained in subsection 2.3 (aSECTIONS 2.04(a)(ii), (c), (d) or (e) or paragraph 2.4(a)(i), (viv), (vi), (vii), (viii) or (xix) is not true and correct in any material respect as of the date made specified therein with respect to any Receivable or the related Account and such breach has a material adverse effect on the Trust’s interest results in such Receivable in the Receivables related Account becoming a Defaulted Receivable or the Issuer's rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds thereof (which determination shall be made without regard to whether funds are then of such Receivable not being available for any other reason to the Trust or Issuer free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)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 to in writing to by the Trust Indenture Trustee and each Rating Agencythe Servicer) after the earlier to occur of the discovery thereof by the Seller Transferor which conveyed such Receivables to the Issuer or receipt by the Seller such Transferor of written notice thereof given by the Trust Owner Trustee, Indenture Trustee 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) a Receivable is not an Eligible Receivable because of the failure to satisfy the conditions set forth in payment for clause (d) or (e) of the definition of "Eligible Receivable" or (iii) it is so provided in SECTION 2.07(a) with respect to any Receivables conveyed to the Issuer by such purchaseTransferor, 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 Seller shall make a deposit, not later than 12:00 noon (Toronto time) purpose of determining the aggregate amount of Principal Receivables 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 each outstanding Series in the related Supplement, any day and (B) at the amount payable by option of such Transferor the Trust to the Seller Issuer's interest in respect of the Seller Indebtedness such Ineligible Receivables shall be reduced by an amount equal reassigned to an amount by which such Transferor on the Principal Receivables purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplement. terms and conditions set forth in paragraph (bc) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of below; PROVIDED that such Receivables pursuant to this section 2.6clause (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 sixty-day or longer period, (x) either (1) 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 (2) 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 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 obligation Transferor shall also have delivered an Officer's Certificate to each Rating Agency describing the nature of such breach and the Seller to accept reassignment of any Receivables manner in which the relevant representation and any Participation Interests, warranty became true 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4correct.

Reassignment of Receivables. In the event (ai) If any representation or warranty set forth contained in subsection 2.3 (a2.04(a)(ii), (ciii), (d) or (e) or paragraph 2.4(a)(iiv), (vvii), (viviii), (ix) or (x) is not true and correct in any material respect as of the date made specified therein with respect to any Account or the related Receivables transferred to the Trust by such Transferor and as a result of such breach has a material adverse effect on any Receivables in the related Account become Defaulted Receivables or the Trust’s interest in the 's rights in, to or under such Receivables or the proceeds thereof (which determination shall be made without regard to whether funds of such Receivables are then impaired or such proceeds are not available for any reason to the Trust or free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to in writing by the Trust and each Rating AgencyTrustee) after the earlier to occur of the discovery thereof by the Seller such Transferor or receipt by the Seller such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in subsection 2.07(a) with respect to any Receivables transferred to the Trust by such Transferor, then 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 such Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the Servicer, then: 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 Trust provides written notice to the Seller case 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 an event described in which such notice is received by the Seller; clause (ii) in payment for above the circumstances causing such purchase, Receivable to become an Ineligible Receivable shall no longer exist and (Ay) the Seller such Transferor 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 have delivered to the sum Trustee an Officer's Certificate describing the nature of such breach and the amounts specified therefor with respect to each outstanding Series manner 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 purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplement. (b) Upon the making of the deposits to the Collection Account, if any, relevant representation and the reassignment of the Receivables warranty became true and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 Receivables and all proceeds thereofcorrect. The Trust shall execute such documents and instruments of transfer or assignment, release, reconveyance or discharge, as Transferor will notify the case may be, and take such other actions as shall reasonably be requested by the Seller to effect the conveyance by the Trust to the Seller of such Receivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment Rating Agencies of any Receivables and any Participation Interests, and to make such breach that is not cured within the deposits, if any, required to be made to the Collection Account as provided in this section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4time periods specified above.

Reassignment of Receivables. In the event that (ai) If any representation or warranty set forth of the Transferor contained in subsection 2.3 (a2.4(a)(ii), (ciii), (div), (vii), (viii) or (e) or paragraph 2.4(a)(i), (v), (vi) or (xix) is not true and correct in any material respect as of the date made 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 has a material adverse effect on any Receivables in the related Account become Defaulted Receivables or the Trust’s interest in the rights in, to or under such Receivables or the proceeds thereof (which determination shall be made without regard to whether funds of such Receivables are then impaired or such proceeds are not available for any reason to the Trust or free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to in writing by the Trust and each Rating AgencyTrustee) after the earlier to occur of the discovery thereof by the Seller Transferor or receipt by the Seller Transferor or a designee of the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in 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, however, that such Receivables will not be deemed to be Ineligible Receivables but will be deemed an Eligible 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 Servicer, then: 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 Trust provides written notice to the Seller case 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 an event described in which such notice is received by the Seller; clause (ii) in payment for above the circumstances causing such purchase, Receivable to become an Ineligible Receivable shall no longer exist and (Ay) the Seller Transferor shall make a deposit, not later than 12:00 noon (Toronto time) on have delivered an Officer’s Certificate describing the nature of such Allocation Date, into breach and the Collection Account manner in immediately available funds in an amount equal to the sum of the amounts specified therefor with respect to 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 purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplementrelevant representation and warranty became true and correct. (b) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of such Receivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4.

Reassignment of Receivables. If (ai) If any representation or warranty set forth of Transferor contained in subsection 2.3 (aSection 2.4(a)(ii), (ciii), (div), (vii), (viii) or (e) or paragraph 2.4(a)(i), (v), (vi) or (xix) is not true and correct in any material respect as of the date made specified therein with respect to any Receivable transferred to the Trust by Transferor or any Account and as a result of such breach has a material adverse effect on any Receivables in the related Account become Defaulted Receivables or the Trust’s interest in the rights in, to or under such Receivables or the proceeds thereof (which determination shall be made without regard to whether funds of such Receivables are then impaired or such proceeds are not available for any reason to the Trust or free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to in writing by the Trust and each Rating AgencyTrustee) after the earlier to occur of the discovery thereof by the Seller Transferor or receipt by the Seller Transferor or a designee of Transferor of notice thereof given by the Trust Trustee, 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 payment 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 purchaseReceivables 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 Seller case of an event described in clause (i), the relevant representation and warranty shall make a deposit, not later than 12:00 noon (Toronto time) be true and correct in all material respects as if made 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 each outstanding Series in the related Supplement, and day or (B) in the amount payable by case of an event described in clause (ii), the Trust 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 Seller nature of such breach and the manner in respect of the Seller Indebtedness shall be reduced by an amount equal to an amount by which the Principal Receivables purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplementrelevant representation and warranty became true and correct. (b) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of such Receivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4.

Reassignment of Receivables. In the event (ai) If any representation or warranty set forth of the Seller contained in subsection 2.3 (aSection 2.04(a)(ii), (ciii), (d) or (e) or paragraph 2.4(a)(iiv), (vvii), (viviii), (ix) or (x) is not true and correct in any material respect as of the date made 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 has a material adverse effect on any Receivables in the related Account become Defaulted Receivables or the Trust’s interest in the 's rights in, to or under such Receivables or the proceeds thereof (which determination shall be made without regard to whether funds of such Receivables are then impaired or such proceeds are not available for any reason to the Trust or free and clear of any Series Indebtedness Holders pursuant Lien, the principal balance of such Receivables shall be reduced to any Series Enhancement)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 in writing by the Trust and each Rating AgencyTrustee) after the earlier to occur of the discovery thereof by the Seller or receipt by the Seller or a designee of the Seller 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 Trust by the Seller, then the Seller 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 Seller if, on any day prior to the end of such 60day or longer period, (x) either (A) in the Servicer, then: 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 Trust provides written notice to the Seller case 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 an event described in which such notice is received by the Seller; clause (ii) in payment for above the circumstances causing such purchase, Receivable to become an Ineligible Receivable shall no longer exist and (Ay) the Seller shall make a deposit, not later than 12:00 noon (Toronto time) on have delivered an Officer's Certificate describing the nature of such Allocation Date, into breach and the Collection Account manner in immediately available funds in an amount equal to the sum of the amounts specified therefor with respect to 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 purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplementrelevant representation and warranty became true and correct. (b) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of such Receivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4.

Reassignment of Receivables. If (ai) If any representation or warranty set forth of Transferor contained in subsection 2.3 (aSECTION 2.4(a)(ii), (ciii), (div), (vii), (viii) or (e) or paragraph 2.4(a)(i), (v), (vi) or (xix) is not true and correct in any material respect as of the date made specified therein with respect to any Receivable transferred to the Trust by Transferor or any Account and as a result of such breach has a material adverse effect on any Receivables in the related Account become Defaulted Receivables or the Trust’s interest in the 's rights in, to or under such Receivables or the proceeds thereof (which determination shall be made without regard to whether funds of such Receivables are then impaired or such proceeds are not available for any reason to the Trust or free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to in writing by the Trust and each Rating AgencyTrustee) after the earlier to occur of the discovery thereof by the Seller Transferor or receipt by the Seller Transferor or a designee of Transferor of notice thereof given by the Trust Trustee, 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 payment 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 purchaseReceivables 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 Seller case of an event described in CLAUSE (i), the relevant representation and warranty shall make a deposit, not later than 12:00 noon (Toronto time) be true and correct in all material respects as if made 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 each outstanding Series in the related Supplement, and day or (B) in the amount payable by case of an event described in CLAUSE (ii), the Trust 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 Seller nature of such breach and the manner in respect of the Seller Indebtedness shall be reduced by an amount equal to an amount by which the Principal Receivables purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplementrelevant representation and warranty became true and correct. (b) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of such Receivables pursuant to this section 2.6. The obligation of the Seller to accept reassignment of any Receivables and any Participation Interests, 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 sole remedy respecting the event giving rise to such obligation available to the Trust, except as provided in section 3.4.

Reassignment of Receivables. In the event that (ai) If any representation or warranty set forth contained in subsection 2.3 (aSections 2.04(a)(ii), (c), (d) or (e) or paragraph 2.4(a)(i), (viv), (vi), (vii), (viii) or (xix) is not true and correct in any material respect as of the date made specified therein with respect to any Receivable or the related Account and such breach has a material adverse effect on the Trust’s interest results in such Receivable in the Receivables related Account becoming a Defaulted Receivable or the Issuer's rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds thereof (which determination shall be made without regard to whether funds are then of such Receivable not being available for any other reason to the Trust or Issuer free and clear of any Series Indebtedness Holders pursuant to any Series Enhancement)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 to in writing to by the Trust Indenture Trustee and each Rating Agencythe Servicer) after the earlier to occur of the discovery thereof by the Seller Transferor which conveyed such Receivables to the Issuer or receipt by the Seller such Transferor of written notice thereof given by the Trust Owner Trustee, Indenture Trustee 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) a Receivable is not an Eligible Receivable because of the failure to satisfy the conditions set forth in payment for clause (d) or (e) of the definition of "Eligible Receivable" or (iii) it is so provided in Section 2.07(a) with respect to any Receivables conveyed to the Issuer by such purchaseTransferor, 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 Seller shall make a deposit, not later than 12:00 noon (Toronto time) purpose of determining the aggregate amount of Principal Receivables 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 each outstanding Series in the related Supplement, any day and (B) at the amount payable by option of such Transferor the Trust to the Seller Issuer's interest in respect of the Seller Indebtedness such Ineligible Receivables shall be reduced by an amount equal reassigned to an amount by which such Transferor on the Principal Receivables purchased exceeds the amount specified to be payable by the Seller to the Trust pursuant to the related Supplement. terms and conditions set forth in paragraph (bc) Upon the making of the deposits to the Collection Account, if any, and the reassignment of the Receivables and any Participation Interests, all pursuant to this section 2.6, the Trust shall automatically and without further action be deemed to 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 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 requested by the Seller to effect the conveyance by the Trust to the Seller of below; provided that such Receivables pursuant to this section 2.6. The obligation of the Seller clause (i) will not be deemed to accept reassignment of any 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 Participation Interests, and to make the deposits, if any, required to be made day prior to the Collection Account end of such sixty-day or longer period, (x) either (1) 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 provided if made on such day or (2) in this section 2.6the case of an event described in clauses (ii) and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to no longer exist and (y) such obligation available Transferor shall have delivered an Officer's Certificate to the Trust, except as provided Issuer and the Indenture Trustee describing the nature of such breach and the manner in section 3.4which the relevant representation and warranty became true and correct.