Common use of Reassignment of Receivables Clause in Contracts

Reassignment of Receivables. In the event any representation or warranty of the Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii) or (vi) is not true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in the Issuing Entity by the Transferor or the availability of the proceeds thereof to the Issuing Entity, then either the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period as may be specified in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables will not be reassigned to the Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06.

Reassignment of Receivables. In the event that (i) any representation or warranty of the Transferor set forth contained in subsection 2.03(aSECTIONS 2.04(a)(ii), (iv), (vi), (vii), (viii) or (c) or subsection 2.04(a)(i), (ii) or (viix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and such breach has a material adverse effect on the Receivables designated for inclusion results in such Receivable in the Issuing Entity 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 of such Receivable not being available for any other reason to the Issuer free and clear of any Lien, unless cured within sixty (60) days (or such longer period, not in excess of one hundred twenty (120) days, as may be agreed in writing to by the Indenture Trustee and the Servicer) after the earlier to occur of the discovery thereof by the Transferor or the availability of the proceeds thereof which conveyed such Receivables to the Issuing Entity, then either Issuer or receipt by such Transferor of written notice thereof given by the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% Servicer, (ii) a Receivable is not an Eligible Receivable because of the failure to satisfy the conditions set forth in 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 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 unpaid principal amount of all Outstanding Notes, by notice then given to Principal Receivables on any day and (B) at the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not cured within 60 days option of such notice (or within such longer period as may be specified Transferor the Issuer's interest in such notice), and upon those conditions the Transferor Ineligible Receivables shall be obligated reassigned to accept such reassignment Transferor on the terms and conditions set forth in paragraph (c) below; provided, however, PROVIDED that the Transferor shall only such Receivables pursuant to clause (i) will not be required to accept reassignment of Receivables transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; Ineligible Receivables but will be deemed Eligible Receivables and provided, further, such Principal Receivables shall be included in determining the affected aggregate Principal Receivables will not be reassigned to in the Transferor Issuer if, on any day during prior to the end of such applicable period 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. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes day or (2) in the Collection Account to be treated (i) case of an event described in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and clauses (ii) in connection with and (iii), the amounts determined under clause circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (by) of such Transferor shall have delivered an Officer's Certificate to the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, Issuer and the Indenture Trustee or describing the Noteholders give notice directing nature of such breach and the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period manner in which such obligation arises, the Issuing Entity shall automatically relevant representation and without further action be deemed to transfer, assign, set-over warranty became true and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06correct.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor set forth Seller contained in subsection 2.03(aSection 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (c) or subsection 2.04(a)(i), (ii) or (vix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by the Seller or any Account owned by the Seller and as a result of such breach has a material adverse effect on the any Receivables designated for inclusion in the Issuing Entity by the Transferor related Account become Defaulted Receivables or the availability of Trust's rights in, to or under such Receivables or the proceeds thereof of such Receivables are impaired or such proceeds are not available for any reason to the Issuing EntityTrust free and clear of any Lien, then either the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not unless cured within 60 days of such notice (or within such longer period period, not in excess of 150 days, as may be specified agreed to by the Trustee) 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 such notice)Section 2.07(a) with respect to any Receivables transferred to the Trust by the Seller, and upon those conditions then the Transferor Seller shall be obligated to accept such reassignment of all Receivables in the related Account ("INELIGIBLE RECEIVABLES") on the terms and conditions set forth in paragraph (b) below; provided, however, that the Transferor shall only such Receivables will not be required to accept reassignment of Receivables transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; Ineligible Receivables and provided, further, the affected Receivables will not be reassigned to the Transferor Seller if, on any day during prior to the end of such applicable period 60-day or longer period, (A) either (1) 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. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes day or (2) in the Collection Account to be treated (i) case of an event described in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with above the amounts determined under clause circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (bB) the Seller shall have delivered to the Trustee an Officer's Certificate describing the nature of such breach and the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period manner in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 relevant representation and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity shall automatically warranty became true and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06correct.

Reassignment of Receivables. In the event (a) If any representation or warranty under Section 4.2 of the Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii) or (vi) this Agreement is not true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in the Issuing Entity by the Transferor or the availability as of the proceeds thereof to the Issuing Entity, then either the Owner Trustee, the Indenture Trustee date specified therein or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach Discover Funding is not cured within 60 days of such notice (or within such longer period as may be specified in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred a Receivable pursuant to Section 2.07 of the Pooling and Servicing Agreement, CONA shall accept reassignment of such Receivable. (b) If (i) a Trust Portfolio Repurchase Event shall have occurred under an agreement with respect to which the relevant Pooling and Servicing Agreement or (ii) any representation and or warranty was deemed to be breached; and provided, further, the affected Receivables will under Section 4.2 of this Agreement is not be reassigned to the Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all any material respects respect as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable date specified therein, and, as a result thereof Discover Funding is required to the applicable Notes in the Collection Account accept reassignment of a Receivable pursuant to be treated (i) in connection with amounts determined under clause (a) Section 2.05 of the definition Pooling and Servicing Agreement, CONA shall accept reassignment of “Reassignment Amount,” as Principal Collections for each Series of Notes and such Receivable. (iic) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to CONA must accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Receivable described in Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (6.1(a) or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables 6.1(b) on the First Note Transfer Date following date on which that Receivable is reassigned to Discover Funding under the Monthly Period in which such obligation arisesPooling and Servicing Agreement. On that date, the Issuing Entity shall automatically and without further action be deemed action, Discover Funding hereby reassigns to transfer, assign, set-over and otherwise convey to the TransferorCONA, without recourse, representation representation, or warranty, all the of Discover Funding’s right, title and interest of the Issuing Entity in in, to, and to the affected Receivablesunder (i) that Receivable, (ii) all Interchange and Recoveries allocable to the Issuing Entity with respect theretothat Receivable, (iii) all Collections on that Receivable, including any Recovered Amounts and all monies and amounts due or to become due with respect thereto and (iv) all proceeds of any of this property. On a date mutually selected by CONA and Discover Funding (which date shall not be later than the Receivables and Insurance Proceeds relating thereto allocated fifth Business Day following the calendar month in which the Receivable was reassigned), CONA must pay to Discover Funding in immediately available funds an amount equal to the Receivables (unpaid balance of that Receivable, and any costs or expenses incurred by the Indenture Trustee Discover Funding will treat that Receivable as collected in connection with such reassignment shall be reimbursed by the Servicer)full. The Issuing Entity shall Discover Funding must execute such documents all agreements and instruments of transfer or assignment other documents, and must take such all other actions as shall actions, that are reasonably be requested by the Transferor CONA to effect this reassignment. (d) After a reassignment under Section 6.1(c), if CONA and Discover Funding cannot determine whether collections relate to a Receivable that is owned by Discover Funding or the conveyance DCMT Trustee or to a receivable that has been reassigned to CONA, CONA and Discover Funding must allocate payments on the related Account proportionately based on the total amount of such property pursuant to this Section 2.06Principal Receivables in that Account then owned by Discover Funding or the DCMT Trustee and the total amount of principal receivables in that Account then owned by CONA.

Reassignment of Receivables. In the event (a) If any representation or warranty under Section 4.2 of the Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii) or (vi) this Agreement is not true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in the Issuing Entity by the Transferor or the availability as of the proceeds thereof to the Issuing Entity, then either the Owner Trustee, the Indenture Trustee date specified therein or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach Discover Funding is not cured within 60 days of such notice (or within such longer period as may be specified in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred a Receivable pursuant to Section 2.07 of the Pooling and Servicing Agreement, Discover Bank shall accept reassignment of such Receivable. (b) If (i) a Trust Portfolio Repurchase Event shall have occurred under an agreement with respect to which the relevant Pooling and Servicing Agreement or (ii) any representation and or warranty was deemed to be breached; and provided, further, the affected Receivables will under Section 4.2 of this Agreement is not be reassigned to the Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all any material respects respect as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable date specified therein, and, as a result thereof Discover Funding is required to the applicable Notes in the Collection Account accept reassignment of a Receivable pursuant to be treated (i) in connection with amounts determined under clause (a) Section 2.05 of the definition Pooling and Servicing Agreement, Discover Bank shall accept reassignment of “Reassignment Amount,” as Principal Collections for each Series of Notes and such Receivable. (iic) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to Discover Bank must accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Receivable described in Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (6.1(a) or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables 6.1(b) on the First Note Transfer Date following date on which that Receivable is reassigned to Discover Funding under the Monthly Period in which such obligation arisesPooling and Servicing Agreement. On that date, the Issuing Entity shall automatically and without further action be deemed action, Discover Funding hereby reassigns to transfer, assign, set-over and otherwise convey to the TransferorDiscover Bank, without recourse, representation representation, or warranty, all the of Discover Funding’s right, title and interest of the Issuing Entity in in, to, and to the affected Receivablesunder (i) that Receivable, (ii) all Interchange and Recoveries allocable to the Issuing Entity with respect theretothat Receivable, (iii) all Collections on that Receivable, including any Recovered Amounts and all monies and amounts due or to become due with respect thereto and (iv) all proceeds of any of this property. On a date mutually selected by Discover Bank and Discover Funding (which date shall not be later than the Receivables and Insurance Proceeds relating thereto allocated fifth Business Day following the calendar month in which the Receivable was reassigned), Discover Bank must pay to Discover Funding in immediately available funds an amount equal to the Receivables (unpaid balance of that Receivable, and any costs or expenses incurred by the Indenture Trustee Discover Funding will treat that Receivable as collected in connection with such reassignment shall be reimbursed by the Servicer)full. The Issuing Entity shall Discover Funding must execute such documents all agreements and instruments of transfer or assignment other documents, and must take such all other actions as shall actions, that are reasonably be requested by the Transferor Discover Bank to effect this reassignment. (d) After a reassignment under Section 6.1(c), if Discover Bank and Discover Funding cannot determine whether collections relate to a Receivable that is owned by Discover Funding or the conveyance DCMT Trustee or to a receivable that has been reassigned to Discover Bank, Discover Bank and Discover Funding must allocate payments on the related Account proportionately based on the total amount of such property pursuant to this Section 2.06Principal Receivables in that Account then owned by Discover Funding or the DCMT Trustee and the total amount of principal receivables in that Account then owned by Discover Bank.

Reassignment of Receivables. In the event (i) any representation or warranty of the Transferor set forth contained in subsection 2.03(aSection 2.04(a)(ii), (iv), (vi), (vii), (viii) or (c) or subsection 2.04(a)(i), (ii) or (viix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and such breach has a material adverse effect on any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) unless cured within 60 days (or, if the Receivables designated for inclusion in Transferor is diligently pursuing a cure of such breach, 150 days) after the Issuing Entity earlier to occur of the discovery thereof by the Transferor or the availability of the proceeds thereof which conveyed such Receivables to the Issuing Entity, then either Trust or receipt by such Transferor of written notice thereof given by the Owner TrusteeTrust, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% Servicer, (ii) any representation or warranty contained in Section 2.04(a)(iii) or (v) is not true and correct in any material respect as of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given date specified therein with respect to the Transferor, the Administrator any Receivable and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any has a material adverse effect caused on any Receivable (which determination shall be made without regard to whether funds are then available pursuant to any Series Enhancement) or (iii) it is so provided in Section 2.07(a) with respect to any Receivables conveyed to the Trust by such breach is not cured within 60 days Transferor, then in each such case such Receivable shall be designated ineligible (“Ineligible Receivables”) and (A) shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day and (B) at the option of such notice (or within such longer period as may be specified Transferor the Issuer’s interest in such notice), and upon those conditions the Transferor Ineligible Receivables shall be obligated reassigned to accept such reassignment Transferor on the terms and conditions set forth in paragraph (c) below; provided, however, provided that the Transferor shall only such Receivables pursuant to clause (i) will not be required to accept reassignment of Receivables transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; Ineligible Receivables but will be deemed Eligible Receivables and provided, further, such Principal Receivables shall be included in determining the affected aggregate Principal Receivables will not be reassigned to in the Transferor Issuer if, on any day during prior to the end of such applicable period 60-day or longer period, (x) either in the case of an event described in (1) clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated day or (i2) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and clauses (ii) in connection with and (iii), the amounts determined under clause circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (by) of such Transferor shall have delivered an Officer’s Certificate to the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, Issuer and the Indenture Trustee or describing the Noteholders give notice directing nature of such breach and the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period manner in which such obligation arises, the Issuing Entity shall automatically relevant representation and without further action be deemed to transfer, assign, set-over warranty became true and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06correct.

Reassignment of Receivables. In the event If (i) any representation or warranty of the Transferor set forth contained in subsection 2.03(aSection 2.4(a)(ii), (iii), (iv), (vii), (viii) or (c) or subsection 2.04(a)(i), (ii) or (viix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor or any Account and as a result of such breach has a material adverse effect on the any Receivables designated for inclusion in the Issuing Entity by the Transferor related Account become Defaulted Receivables or the availability of Trust's rights in, to or under such Receivables or the proceeds thereof of such Receivables are impaired or such proceeds are not available for any reason to the Issuing EntityTrust free and clear of any Lien, then either the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not unless cured within 60 days of such notice (or within such longer period period, not in excess of 150 days, as may be specified agreed to by Trustee) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Trustee, or (ii) it is so provided in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred under an agreement Section 2.7(a) with respect to which any Receivables transferred to the relevant representation Trust by Transferor, then such Receivable shall be designated an "Ineligible Receivable" and warranty was deemed to shall be breachedassigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; and provided, further, the affected provided that such Receivables will not be reassigned deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the Transferor aggregate Principal Receivables in the Trust if, on any day during prior to the end of such applicable period 60-day or longer period, (x) either (A) in the case of an event described in clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The day or (B) in the case of an event described in clause (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall deposit have delivered an Officer's Certificate describing the portion nature of such breach and the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period manner in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 relevant representation and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity shall automatically warranty became true and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06correct.

Reassignment of Receivables. In the event If (i) any representation or warranty of the Transferor set forth contained in subsection 2.03(aSECTION 2.4(a)(ii), (iii), (iv), (vii), (viii) or (c) or subsection 2.04(a)(i), (ii) or (viix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor or any Account and as a result of such breach has a material adverse effect on the any Receivables designated for inclusion in the Issuing Entity by the Transferor related Account become Defaulted Receivables or the availability of Trust's rights in, to or under such Receivables or the proceeds thereof of such Receivables are impaired or such proceeds are not available for any reason to the Issuing EntityTrust free and clear of any Lien, then either the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not unless cured within 60 days of such notice (or within such longer period period, not in excess of 150 days, as may be specified agreed to by Trustee) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Trustee, or (ii) it is so provided in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred under an agreement SECTION 2.7(a) with respect to which any Receivables transferred to the relevant representation Trust by Transferor, then such Receivable shall be designated an "INELIGIBLE RECEIVABLE" and warranty was deemed to shall be breachedassigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; and provided, further, the affected PROVIDED that such Receivables will not be reassigned deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the Transferor aggregate Principal Receivables in the Trust if, on any day during prior to the end of such applicable period 60-day or longer period, (x) either (A) in the case of an event described in CLAUSE (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The day or (B) in the case of an event described in CLAUSE (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall deposit have delivered an Officer's Certificate describing the portion nature of such breach and the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period manner in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 relevant representation and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity shall automatically warranty became true and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06correct.

Reassignment of Receivables. In the event If (i) any representation or warranty of the Transferor set forth contained in subsection 2.03(aSection 2.4(a)(ii), (iii), (iv), (vii), (viii) or (c) or subsection 2.04(a)(i), (ii) or (viix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor or any Account and as a result of such breach has a material adverse effect on the any Receivables designated for inclusion in the Issuing Entity by the Transferor related Account become Defaulted Receivables or the availability of Trust’s rights in, to or under such Receivables or the proceeds thereof of such Receivables are impaired or such proceeds are not available for any reason to the Issuing EntityTrust free and clear of any Lien, then either the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not unless cured within 60 days of such notice (or within such longer period period, not in excess of 150 days, as may be specified agreed to by Trustee) after the earlier to occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Trustee, or (ii) it is so provided in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred under an agreement Section 2.7(a) with respect to which any Receivables transferred to the relevant representation Trust by Transferor, then such Receivable shall be designated an “Ineligible Receivable” and warranty was deemed to shall be breachedassigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; and provided, further, the affected provided that such Receivables will not be reassigned deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the Transferor aggregate Principal Receivables in the Trust if, on any day during prior to the end of such applicable period 60-day or longer period, (x) either (A) in the case of an event described in clause (i), the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The day or (B) in the case of an event described in clause (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) Transferor shall deposit have delivered an Officer’s Certificate describing the portion nature of such breach and the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period manner in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 relevant representation and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity shall automatically warranty became true and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06correct.

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

Reassignment of Receivables. In the event (a) If any representation or warranty of the Transferor set forth in subsection 2.03(a2.3 (a), (c), (d) or (ce) or subsection 2.04(a)(iparagraph 2.4(a)(i), (iiv), (vi) or (vix) is not true and correct in any material respect as of the date made and such breach has a material adverse effect on the Receivables designated for inclusion Trust’s interest in the Issuing Entity by the Transferor Receivables or the availability of the proceeds thereof (which determination shall be made without regard to whether funds are then available to the Issuing Entity, then either the Owner Trustee, the Indenture Trustee Trust or the any Series Indebtedness Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given pursuant to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholdersany Series Enhancement), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not unless cured within 60 days of such notice (or within such longer period period, not in excess of 150 days, as may be specified agreed to in such notice), writing by the Trust and upon those conditions each Rating Agency) after the Transferor shall be obligated earlier to accept such reassignment on the terms set forth below; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables will not be reassigned to the Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The Transferor shall deposit the portion occur of the Reassignment Amount attributable to discovery thereof by the applicable Notes in Seller or receipt by the Collection Account to be treated Seller of notice thereof given by the Trust or the Servicer, then: (i) in connection with amounts determined under clause (a) 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 definition of “Reassignment Amount,” as Principal Collections for each Series of Notes Trust’s right, title and (ii) in connection with interest in, to and under the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, Receivables and any Participation Interest on the First Note Transfer first Allocation Date following the Monthly Period in which such reassignment obligation arises, notice is received by the Seller; (ii) in payment for such reassignment. If purchase, (A) the Owner TrusteeSeller shall make a deposit, not later than 12:00 noon (Toronto time) on such Allocation Date, into the Indenture Trustee or Collection Account in immediately available funds in an amount equal to the Noteholders give notice directing sum of the Transferor amounts specified therefor with respect to accept a 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 Receivables as provided aboveParticipation Interests, the obligation of the Transferor to accept such reassignment all pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arisessection 2.6, the Issuing Entity Trust shall automatically and without further action be deemed to sell, transfer, assign, set-set over and otherwise convey to the TransferorSeller or its designee, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in Trust, in, to and to the affected Receivablesunder such Receivables and any Participation Interests, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due and all amounts received with respect thereto thereto, any Funds Collateral securing such Receivables and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer)thereof. The Issuing Entity Trust shall execute such documents and instruments of transfer or assignment assignment, release, reconveyance or discharge, as the case may be, and take such other actions as shall reasonably be requested by the Transferor Seller to effect the conveyance by the Trust to the Seller of such property Receivables pursuant to this Section 2.06section 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 (i) any representation or warranty of the Transferor set forth contained in subsection 2.03(a2.4(a)(ii), (iii), (iv), (vii), (viii) or (c) or subsection 2.04(a)(i), (ii) or (viix) is not true and correct in any material respect and such breach has a material adverse effect on as of the Receivables designated for inclusion in date specified therein with respect to any Receivable transferred to the Issuing Entity Trust by the Transferor or any Account owned by the availability Credit Card Originator and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trust’s rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to the Trust free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the proceeds discovery thereof to by the Issuing Entity, then either Transferor or receipt by the Owner Trustee, the Indenture Trustee Transferor or the Holders of Notes evidencing more than 66⅔% a designee of the aggregate unpaid principal amount Transferor of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if thereof given by the Noteholders)Trustee, may direct or (ii) it is so provided in subsection 2.7(a) with respect to any Receivables transferred to the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity Trust by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if then such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period as may be specified in such notice), and upon those conditions the Transferor Receivable shall be obligated to accept such reassignment 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 the terms set forth belowany day; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected such Receivables will not be reassigned deemed to be Ineligible Receivables but will be deemed an Eligible Receivable and such Principal Receivables shall be included in determining the Transferor aggregate Principal Receivables in the Trust if, on any day during prior to the end of such applicable period 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. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes day or (B) in the Collection Account to be treated (i) case of an event described in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with above the amounts determined under clause circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (by) the Transferor shall have delivered an Officer’s Certificate describing the nature of such breach and the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period manner in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 relevant representation and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity shall automatically warranty became true and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06correct.

Reassignment of Receivables. (a) In the event any representation or warranty of the Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii) or (viunder Clause 4.2(a) is not true and correct in any material respect and such breach has a material adverse effect on as of the Receivables designated for inclusion in the Issuing Entity by the Transferor date specified therein with respect to any Receivable or the availability related Account, Account Owner at the request of the proceeds thereof to the Issuing Entity, then either the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to Receivables Purchaser shall accept a reassignment of the such Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period as may be specified in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms and conditions set forth below; provided, however, that the Transferor shall only be required to accept reassignment of Receivables transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables will not be reassigned to the Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause Clause 7.1(b). (b) Account Owner shall accept reassignment from Receivables Purchaser of the definition of “Reassignment Amount,” as Finance Charge Collections all Receivables in any Account in which any Receivables described in Clause 7.1(a) are outstanding, and shall pay for each Series of Notes, in either case, such reassigned Receivables by paying to Receivables Purchaser in immediately available funds not later than 1:00 p.m.prior to the fifth (5th) succeeding Business Day, New York City timean amount equal to the unpaid principal balance of such Receivables plus an amount equal to the product of (i) such Receivables, on multiplied by (ii) the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment weighted average LIBOR Rate for such reassignment. If period, divided by (iii) 365, multiplied by the Owner Trustee, number of days during the Indenture Trustee or period from the Noteholders give notice directing the Transferor to accept a reassignment of any date such Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made were created to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders)date such Receivables were reassigned. Upon reassignment of the affected such Receivables, Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to the TransferorAccount Owner, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity Receivables Purchaser in and to the affected such Receivables, all Interchange monies due or to become due and Recoveries allocable to the Issuing Entity all amounts received or receivable with respect thereto, all Collections with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the thereof. Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor Account Owner to effect the conveyance transfer of such Receivables and other property pursuant to this Section 2.06Clause.

Reassignment of Receivables. In the event (i) any representation or warranty of the a Transferor set forth contained in subsection 2.03(a2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (c) or subsection 2.04(a)(i), (ii) or (vix) is not true and correct in any material respect as of the date specified therein with respect to any Designated Asset transferred to the Trust or any Receivables in which a Participation Interest is transferred to the Trust (the "Participating Receivables") by such Transferor or with respect to an Account designated by such Transferor and as a result of such breach has a material adverse effect on the any Receivables designated for inclusion or Participating Receivables in the Issuing Entity by the Transferor related Account become Defaulted Receivables or the availability of Trust's rights in, to or under such Designated Asset or Participating Receivables or the proceeds thereof of such Designated Asset or Participating Receivables are impaired or such proceeds are not available for any reason to the Issuing EntityTrust free and clear of any Lien, then either the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Owner Trustee and the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the Receivables designated for inclusion in the Issuing Entity by the Transferor, pursuant to this Agreement and the Receivables Purchase Agreement or the applicable Account Assignment, if such breach and any material adverse effect caused by such breach is not unless cured within 60 days of such notice (or within such longer period period, not in excess of 150 days, as may be specified in agreed to by the Trustee and if such notice), and upon those conditions the 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 obligated cured) after the earlier to occur of the discovery thereof by such Transferor or receipt by 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 such reassignment of the related Receivables, Participation Interest or Participating Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth in paragraph (b) below; provided, however, that the Transferor shall only such Receivables, Participation Interest or Participating Receivables will not be required to accept reassignment of Receivables transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; Ineligible Receivables and provided, further, the affected Receivables will not be reassigned to the such Transferor if, on any day during prior to the end of such applicable period 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. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes day or (B) in the Collection Account to be treated (i) case of an event described in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with above the amounts determined under clause (b) of the definition of “Reassignment Amountcircumstances causing such Receivable,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the First Note Transfer Date following the Monthly Period in which such obligation arises, the Issuing Entity shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuing Entity in and to the affected Receivables, all Interchange and Recoveries allocable to the Issuing Entity with respect thereto, and all monies and amounts due or to become due with respect thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Servicer). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.06.