Common use of Reassignment of Receivables Clause in Contracts

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables transferred to the Trustee (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(a) with respect to any Receivables transferred to the Trustee by the Transferor, then the Transferor shall accept reassignment of all Receivables in the related Account (“Ineligible Receivables”) on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iiiiv), (ivvi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables transferred to the Trustee Receivable (which determination shall be made without regard to the availability of whether funds under are then available pursuant to any Series Enhancement) and remains uncured for sixty (60) unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the TrusteeIndenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by the such Transferor of written notice thereof given by the TrusteeTrust, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable and such breach has a material adverse effect on any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) or (iiiii) it is so provided in Section 2.07(a) with respect to any Receivables transferred conveyed to the Trustee Trust by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correctSection 2.05(b).

Reassignment of Receivables. In the event (i) any representation or warranty of the a Transferor contained in Section 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein (individually or together with respect to any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables Receivable transferred to the Trustee (which determination shall be made without regard by such Transferor or an Account owned by such Transferor and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trustee's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to the availability Trustee free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the such Transferor or receipt by the such Transferor of notice thereof given by the TrusteeTrustee (and as soon as practicable after such discovery or receipt of notice such Transferor shall endeavor to exclude the aggregate of the Receivables of the related Accounts from the aggregate of the Receivables in the Trust), or (ii) it is so provided in Section 2.07(a) with respect to any Receivables transferred to the Trustee by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the such Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the such Transferor shall have delivered to the Trustee a certificate of an Officer’s Certificate of the Transferor authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section subsection 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables related Account transferred to the Trustee (which determination shall be made without regard Trust by such Transferor and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trust's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to the availability Trust free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the such Transferor or receipt by the such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section subsection 2.07(a) with respect to any Receivables transferred to the Trustee Trust by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; providedPROVIDED, howeverHOWEVER, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the such Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the such Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event that (i) any representation or warranty of the Transferor contained in Section SECTIONS 2.04(a)(ii), (iiiiv), (ivvi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has results in such Receivable in the related Account becoming a material adverse effect on Defaulted Receivable or the Certificateholders’ Interest Issuer's rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds of all Series in such Receivable not being available for any Receivables transferred other reason to the Trustee (which determination shall be made without regard to the availability Issuer free and clear of funds under any Series Enhancement) and remains uncured for Lien, unless cured within 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 the TrusteeIndenture 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 the 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 SECTION 2.07(a) with respect to any Receivables transferred conveyed to the Trustee Issuer by the 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 day and (B) at the option of such Transferor the Issuer's interest in such Ineligible Receivables shall accept reassignment of all Receivables in the related Account (“Ineligible Receivables”) be reassigned to such Transferor on the terms and conditions set forth in paragraph (bc) below; provided, however, PROVIDED that such Receivables pursuant to clause (i) will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and will not such Principal Receivables shall be reassigned to included in determining the Transferor aggregate Principal Receivables in the Issuer if, on any day prior to the end of such 60sixty-day or longer period, (x) 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 clauses (ii) above and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the such Transferor shall have delivered 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 's Certificate of the Transferor 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. In the event that (i) any representation or warranty of the Transferor contained in Section Sections 2.04(a)(ii), (iiiiv), (ivv), (vi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has results in such Receivable in the related Account becoming a material adverse effect on Defaulted Receivable or the Certificateholders’ Interest Issuer’s rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds of all Series in such Receivable not being available for any Receivables transferred other reason to the Trustee (which determination shall be made without regard to the availability Issuer free and clear of funds under any Series Enhancement) and remains uncured for Lien, unless cured within 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 the TrusteeIndenture 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 the 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 2.07(a) with respect to any Receivables transferred conveyed to the Trustee Issuer by the such Transferor, then the Transferor in each such case such Receivable shall accept reassignment of all Receivables in the related Account be designated ineligible (as such, an “Ineligible ReceivablesReceivable”) and (A) shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day and (B) at the option of such Transferor the Issuer’s interest in such Ineligible Receivables shall be reassigned to such Transferor on the terms and conditions set forth in paragraph (bc) below; provided, however, provided that such Receivables pursuant to clause (i) will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and will not such Principal Receivables shall be reassigned to included in determining the Transferor aggregate Principal Receivables in the Issuer if, on any day prior to the end of such 60sixty-day or longer period, (x) 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 clauses (ii) above and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the such Transferor shall have delivered to the Trustee an Officer’s Certificate of to the Transferor Issuer and the Indenture Trustee describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section subsection 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein (individually with respect to any Account or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any related Receivables transferred to the Trustee (which determination shall be made without regard Trust by such Transferor and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trust's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to the availability Trust free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the such Transferor or receipt by the such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section subsection 2.07(a) with respect to any Receivables transferred to the Trustee Trust by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the such Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the such Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. The Transferor will notify the Rating Agencies of any such breach that is not cured within the time periods specified above.

Reassignment of Receivables. In the event (i) any representation or warranty of the a Transferor contained in Section subsection 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (ixx) is not true and correct in any material respect as of the date specified therein (individually or together with respect to any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables Receivable transferred to the Trustee (which determination shall be made without regard by such Transferor and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trustee's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to the availability Trustee free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the such Transferor or receipt by the such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section subsection 2.07(a) with respect to any Receivables transferred to the Trustee by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the such Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the such Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

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

Reassignment of Receivables. In the event that (i) any representation or warranty of the Transferor contained in Section 2.04(a)(iisubsection 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 (individually or together with respect to any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables Receivable transferred to the Trustee (which determination shall be made without regard Trust by 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 availability Trust free and clear of funds under any Series Enhancement) and remains uncured for sixty (60) Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor or a designee of the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(asubsection 2.7(a) with respect to any Receivables transferred to the Trustee Trust by the Transferor, then such Receivable shall be designated an "Ineligible Receivable" and shall be assigned a principal balance of zero for the Transferor shall accept reassignment purpose of all determining the aggregate amount of Principal Receivables in the related Account (“Ineligible Receivables”) on the terms and conditions set forth in paragraph (b) belowany day; provided, however, that such Receivables will not be deemed to be Ineligible Receivables but will be deemed an Eligible Receivable and will not such Principal Receivables shall be reassigned to included in determining the Transferor aggregate Principal Receivables in the Trust if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event that (i) any representation or warranty of the Transferor contained in Section Sections 2.04(a)(ii), (iiiiv), (ivvi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has results in such Receivable in the related Account becoming a material adverse effect on Defaulted Receivable or the Certificateholders’ Interest Issuer's rights in, to or under the Receivable or its proceeds becoming impaired or the proceeds of all Series in such Receivable not being available for any Receivables transferred other reason to the Trustee (which determination shall be made without regard to the availability Issuer free and clear of funds under any Series Enhancement) and remains uncured for Lien, unless cured within 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 the TrusteeIndenture 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 the 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 2.07(a) with respect to any Receivables transferred conveyed to the Trustee Issuer by the 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 day and (B) at the option of such Transferor the Issuer's interest in such Ineligible Receivables shall accept reassignment of all Receivables in the related Account (“Ineligible Receivables”) be reassigned to such Transferor on the terms and conditions set forth in paragraph (bc) below; provided, however, provided that such Receivables pursuant to clause (i) will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and will not such Principal Receivables shall be reassigned to included in determining the Transferor aggregate Principal Receivables in the Issuer if, on any day prior to the end of such 60sixty-day or longer period, (x) 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 clauses (ii) above and (iii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the such Transferor shall have delivered an Officer's Certificate to the Issuer and the Indenture Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section subsection 2.04(a)(ii), (iiiiv), (ivvi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually with respect to any Receivable or together with any other breach or breaches then existing) the related Account and such breach has a material adverse effect on the Certificateholders’ Interest of all Series in any Receivables transferred to the Trustee Receivable (which determination shall be made without regard to the availability of whether funds under are then available pursuant to any Series Enhancement) and remains uncured for unless cured within sixty (60) days (or such longer period, not in excess of 150 120 days, as may be agreed to by the TrusteeIndenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor which conveyed such Receivables to the Trust or receipt by the such Transferor of written notice thereof given by the Owner Trustee, the Indenture Trustee or the Servicer, (ii) any representation or warranty contained in subsection 2.04(a)(iii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable and such breach has a material adverse effect on any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) or (iiiii) it is so provided in Section subsection 2.07(a) or 2.09(d)(iii) with respect to any Receivables transferred conveyed to the Trustee Trust by the such Transferor, then the such Transferor shall accept reassignment of all Receivables in the related Account (“Ineligible Receivables”"INELIGIBLE RECEIVABLES") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein (individually or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ ' Interest of all Series in any Receivables transferred to the Trustee (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(a) with respect to any Receivables transferred to the Trustee by the Transferor, then the Transferor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Receivables. In the event that: (i) any representation or warranty of the Transferor contained in Section 2.04(a)(ii), (iii), (iv), [(viivi)](vii), (viii), [(ix) or (ix) x)] is not true and correct in any material respect as of the date specified therein (individually or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders’ ' Interest of all Series in any Receivables transferred to the Trustee Trust (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for sixty (60) 60 days (or for such longer period, not in excess of 150 days, as may be agreed reasonably necessary to by remedy such breach; provided that such breach is capable of remedy within 150 days or less and the TrusteeDepositor delivers an Officer's Certificate to the Trustee to the effect that the Depositor has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such breach) after the earlier to occur of the discovery thereof by the Transferor Depositor or receipt by the Transferor Depositor of written notice thereof given by the Trustee, or or (ii) it is so provided in Section 2.07(a) with respect to any Receivables transferred to the Trustee by the TransferorReceivables, then the Transferor Depositor shall accept reassignment of all Receivables in the related Account (“"Ineligible Receivables”") on the terms and conditions set forth in paragraph (b) below[; providedPROVIDED, howeverHOWEVER, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to the Transferor Depositor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) the Transferor Depositor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor Depositor describing the nature of such breach and the manner in which in the relevant representation and warranty became true and correct].