Common use of Optional Removal of Accounts Clause in Contracts

Optional Removal of Accounts. From time to time, GMAC may, at its option, request from the Purchaser, and the Purchaser may, at its option, offer to GMAC, the right to designate an Account for removal from the Pool of Accounts. Subject to the satisfaction by the Purchaser of the conditions set forth in Section 2.8 of the Trust Sale and Servicing Agreement, GMAC, at its option, may accept offers to designate an Account for removal or request from the Purchaser the right to designate an Account for removal by furnishing a written notice (the “GMAC Removal Notice”) to the Purchaser not less than five Business Days but not more than 30 days prior to the Removal Commencement Date. On and after the Removal Commencement Date with respect to a Randomly Selected Account, GMAC shall not transfer Receivables with respect to such Randomly Selected Account to the Purchaser. The Schedule of Accounts shall be amended to reflect such designation as of the Removal Commencement Date and to reflect such Account becoming a Removed Account as of the Removal Date. At any time after the Removal Date, at the written request of GMAC, the Purchaser shall assign to GMAC, without recourse, representation or warranty, effective as of the Removal Date, all of the Purchaser’s right, title and interest in, to and under the Receivables arising in such Account and related Collateral Security. Notwithstanding anything in this Agreement to the contrary, in the event the Purchaser shall exercise its right to remove Receivables from the Trust pursuant to Section 2.8(c) of the Trust Sale and Servicing Agreement, the Purchaser may, at its option, offer to GMAC the right to purchase such removed Receivables with regard to some or all of the Randomly Selected Accounts without recourse, representation or warranty. In the event GMAC shall accept such offer, GMAC shall pay for such Receivables by transferring to the Purchaser, in exchange for the Receivables to be purchased, cash and/or Excess Available Receivables with an aggregate principal amount equal to the Removal Balance related to such Randomly Selected Accounts as of the date of removal. On the date of such transfer, all of the Purchaser’s right, title and interest in, to and under the Receivables to be removed and the related Collateral Security shall be deemed to be transferred and released by the Purchaser to GMAC.

Optional Removal of Accounts. From (a) On any Business Day the Depositor shall have the right from time to time, GMAC may, at its option, request from time (which it may not exercise more than once in any calendar month) as described in this Section 2.8 to require the Purchaser, removal of Accounts and all of the Purchaser may, at its option, offer Receivables related to GMAC, the right to designate an Account for removal such Accounts from the Pool of Accounts. Subject to To so remove Accounts and/or the satisfaction by related Receivables, the Purchaser of Depositor (or the conditions set forth in Section 2.8 of Servicer on its behalf) shall take the Trust Sale following actions and Servicing Agreement, GMAC, at its option, may accept offers to designate an Account for removal or request from make the Purchaser the right to designate an Account for removal by furnishing a written notice following determinations: (the “GMAC Removal Notice”i) to the Purchaser not less than five Business Days but not more than 30 days prior to the Removal Commencement Date. On , furnish to the Indenture Trustee, the Owner Trustee and the Rating Agencies a written notice (the “Removal Notice”) specifying the Depositor’s intent to remove Accounts, the Accounts to which such removal will relate (the “Randomly Selected Accounts”) and the date the removal will commence (the “Removal Commencement Date”), and, if the Depositor intends to remove Receivables related to the Randomly Selected Accounts pursuant to Section 2.8(c), not less than five Business Days but not more than 30 days prior to such removal of Receivables, furnish to the Indenture Trustee, the Owner Trustee and the Rating Agencies, a written notice specifying the Depositor’s intent to remove Receivables, the Randomly Selected Accounts to which such Receivables relate and the date the Receivables will be removed; and (ii) determine on the Removal Commencement Date with respect to such Randomly Selected Accounts the aggregate principal balance of Eligible Receivables in respect of each such Randomly Selected Account (the “Removal Balance”) and amend the Schedule of Accounts by delivering to the Owner Trustee a true and complete list of the Randomly Selected Accounts, specifying for each Randomly Selected Account as of the Removal Commencement Date its account number and the Removal Balance. (b) The removal of any of such Accounts shall be subject to the following conditions: (i) the Depositor shall represent and warrant that such removal shall not, in the reasonable belief of the Depositor, result in the occurrence of an Early Amortization Event; (ii) the Depositor shall represent and warrant that the Randomly Selected Accounts (or administratively convenient groups of accounts) have been randomly selected from the Pool of Accounts or otherwise not on a basis intended to select particular accounts or groups of accounts for any reason other than administrative convenience; (iii) such removal shall not result in a reduction in the amount of the Eligible Receivables then held by the Trust (after taking into account any Excess Available Receivables, Dealer Overconcentration Receivables or Used Vehicle Overconcentration Receivables that will become Eligible Receivables as a result of such removal); (iv) the Rating Agency Condition shall have been satisfied with respect to such removal for each series or class of Securities then outstanding; and (v) on or before the related Removal Commencement Date, the Depositor shall have delivered to the Owner Trustee a certificate of an Authorized Officer confirming the items set forth in clauses (i), (ii), (iii) and (iv) above. (c) Subject to the satisfaction of the conditions set forth in Section 2.8(b), from and after the Removal Commencement Date with respect to a Randomly Selected Account, GMAC (i) the Depositor shall not transfer Receivables with respect to such Randomly Selected Account to the Purchaser. The Schedule of Accounts Trust, and (ii) until the Removal Balance has been reduced to zero all Principal Collections with respect to such Randomly Selected Account shall be amended allocated to reflect the oldest outstanding principal balance of Receivables arising under such designation as of Randomly Selected Accounts; provided, however, notwithstanding the foregoing, on any Business Day on or after the Removal Commencement Date and to reflect such Account becoming a Removed Account as of the Removal Date. At any time after the Removal Date, at the written request of GMAC, Depositor may remove from the Purchaser shall assign to GMAC, without recourse, representation or warranty, effective as of the Removal Date, Trust all of the Purchaser’s right, title and interest in, Receivables related to and under the Receivables arising in such Account and related Collateral Security. Notwithstanding anything in this Agreement to the contrary, in the event the Purchaser shall exercise its right to remove Receivables from the Trust pursuant to Section 2.8(c) of the Trust Sale and Servicing Agreement, the Purchaser may, at its option, offer to GMAC the right to purchase such removed Receivables with regard to some or all of the Randomly Selected Accounts without recourse, representation or warranty. In the event GMAC shall accept such offer, GMAC shall pay for such Receivables by transferring to the PurchaserTrust, in exchange for the Receivables to be purchasedremoved, cash and/or Excess Available Receivables with an aggregate principal amount equal to the Removal Balance related to such Randomly Selected Accounts as of the date of removal. On All amounts so allocated to Receivables owned by the date Trust or paid to the Trust for the removed Receivables shall constitute Trust Principal Collections and shall reduce the Removal Balance. The Removal Balance shall also be reduced to the extent Receivables in the Randomly Selected Accounts held by the Trust on the Removal Commencement Date become Defaulted Receivables. (d) After the Removal Balance with respect to any such Randomly Selected Account is reduced to zero (the “Removal Date”), (a) Collections thereon shall cease to be allocated in accordance with Section 2.8(c), (b) such Randomly Selected Account shall be deemed removed from the Pool of such transferAccounts for all purposes (a “Removed Account”), (c) all of the PurchaserTrust’s right, title and interest in, to and under the Receivables to be removed arising in such Account and the related Collateral Security shall be deemed to be transferred and released by the Purchaser Trust to GMACthe Depositor without recourse, representation or warranty, and (d) the Servicer shall amend the Schedule of Accounts accordingly.

Optional Removal of Accounts. From (a) On any Business Day the Depositor shall have the right from time to time, GMAC may, at its option, request from time (which it may not exercise more than once in any calendar month) as described in this Section 2.8 to require the Purchaser, removal of Accounts and all of the Purchaser may, at its option, offer Receivables related to GMAC, the right to designate an Account for removal such Accounts from the Pool of Accounts. Subject to To so remove Accounts and/or the satisfaction by related Receivables, the Purchaser of Depositor (or the conditions set forth in Section 2.8 of Servicer on its behalf) shall take the Trust Sale following actions and Servicing Agreement, GMAC, at its option, may accept offers to designate an Account for removal or request from make the Purchaser the right to designate an Account for removal by furnishing a written notice following determinations: (the “GMAC Removal Notice”i) to the Purchaser not less than five Business Days but not more than 30 days prior to the Removal Commencement Date. On , furnish to the Indenture Trustee, the Owner Trustee and the Rating Agencies a written notice (the "Removal Notice") specifying the Depositor's intent to remove Accounts, the Accounts to which such removal will relate (the "Randomly Selected Accounts") and the date the removal will commence (the "Removal Commencement Date"), and, if the Depositor intends to remove Receivables related to the Randomly Selected Accounts pursuant to Section 2.8(c), not less than five Business Days but not more than 30 days prior to such removal of Receivables, furnish to the Indenture Trustee, the Owner Trustee and the Rating Agencies, a written notice specifying the Depositor's intent to remove Receivables, the Randomly Selected Accounts to which such Receivables relate and the date the Receivables will be removed; and (ii) determine on the Removal Commencement Date with respect to such Randomly Selected Accounts the aggregate amount of Eligible Principal Receivables in respect of each such Randomly Selected Account (the "Removal Balance") and amend the Schedule of Accounts by delivering to the Owner Trustee a true and complete list of the Randomly Selected Accounts, specifying for each Randomly Selected Account as of the Removal Commencement Date its account number and the Removal Balance. (b) The removal of any of such Accounts shall be subject to the following conditions: (i) the Depositor shall represent and warrant that such removal shall not, in the reasonable belief of the Depositor, result in the occurrence of an Early Amortization Event; (ii) the Depositor shall represent and warrant that the Randomly Selected Accounts (or administratively convenient groups of accounts) have been selected from the Pool of Accounts on a basis not intended to have a material adverse effect on the Trust; (iii) such removal shall not cause the Adjusted Nonoverconcentration Pool Balance to be less than the Required Nonoverconcentration Pool Balance or the Adjusted Overconcentration Pool Balance to be less than the Required Overconcentration Pool Balance; (iv) the Rating Agency Condition shall have been satisfied with respect to such removal for each series or class of Securities then outstanding; and (v) on or before the related Removal Commencement Date, the Depositor shall have delivered to the Owner Trustee a certificate of an Authorized Officer confirming the items set forth in clauses (i), (ii), (iii) and (iv) above. (c) Subject to the satisfaction of the conditions set forth in Section 2.8(b), from and after the Removal Commencement Date with respect to a Randomly Selected Account, GMAC (i) the Depositor shall not transfer Receivables with respect to such Randomly Selected Account to the PurchaserIssuing Entity, and (ii) until the Removal Balance has been reduced to zero all Principal Collections with respect to such Randomly Selected Account shall be allocated to the oldest outstanding principal balance of Receivables arising under such Randomly Selected Accounts; provided, however, notwithstanding the foregoing, on any Business Day on or after the Removal Commencement Date, the Depositor may remove from the Issuing Entity all of the Receivables related to the Randomly Selected Accounts, by either transferring cash to the Issuing Entity, or reducing the Certificate Interest held against it, so that the total amount of transferred cash and Certificate Interest reduction is equal to the Removal Balance related to such Randomly Selected Accounts as of the date of removal (provided that after giving effecting to such reduction neither the Excess Overconcentration Certificate Amount nor the Excess Nonoverconcentration Certificate Amount would be less than zero). All amounts so allocated to Receivables owned by the Issuing Entity or paid to the Issuing Entity for the removed Receivables shall constitute Principal Collections and shall reduce the Removal Balance. The Schedule of Removal Balance shall also be reduced to the extent Receivables in the Randomly Selected Accounts shall be amended to reflect such designation as of held by the Issuing Entity on the Removal Commencement Date and to reflect such Account becoming a Removed Account as of become Defaulted Receivables. (d) After the Removal Date. At Balance with respect to any time after such Randomly Selected Account is reduced to zero (the "Removal Date"), at (a) Collections thereon shall cease to be allocated in accordance with Section 2.8(c), (b) such Randomly Selected Account shall be deemed removed from the written request Pool of GMACAccounts for all purposes (a "Removed Account"), the Purchaser shall assign to GMAC, without recourse, representation or warranty, effective as of the Removal Date, (c) all of the Purchaser’s Issuing Entity's right, title and interest in, to and under the Receivables arising in such Account and related Collateral Security. Notwithstanding anything in this Agreement to the contrary, in the event the Purchaser shall exercise its right to remove Receivables from the Trust pursuant to Section 2.8(c) of the Trust Sale and Servicing Agreement, the Purchaser may, at its option, offer to GMAC the right to purchase such removed Receivables with regard to some or all of the Randomly Selected Accounts without recourse, representation or warranty. In the event GMAC shall accept such offer, GMAC shall pay for such Receivables by transferring to the Purchaser, in exchange for the Receivables to be purchased, cash and/or Excess Available Receivables with an aggregate principal amount equal to the Removal Balance related to such Randomly Selected Accounts as of the date of removal. On the date of such transfer, all of the Purchaser’s right, title and interest in, to and under the Receivables to be removed and the related Collateral Security shall be deemed to be transferred and released by the Purchaser Issuing Entity to GMACthe Depositor without recourse, representation or warranty, and (d) the Servicer shall amend the Schedule of Accounts accordingly.

Optional Removal of Accounts. From time to time, GMAC the Seller may, at its option, request from the Purchaser, and the Purchaser may, at its option, offer to GMACthe Seller, the right to designate an a Scheduled Account for removal from the Pool of Accounts. Subject to the satisfaction by the Purchaser of the conditions set forth in Section 2.8 of the Trust Sale and Servicing Agreement, GMACthe Seller, at its option, may accept offers to designate an Account for removal or request from the Purchaser the right to designate an Account for removal by furnishing a written notice (the “GMAC "Seller Removal Notice”") to the Purchaser not less than five Business Days but not more than 30 days prior to the Removal Commencement Date. On and after the Removal Commencement Date with respect to a Randomly Selected Account, GMAC the Seller shall not transfer Receivables with respect to such Randomly Selected Account to the Purchaser. The Schedule of Accounts shall be amended to reflect such designation as of the Removal Commencement Date and to reflect such Account becoming a Removed Account as of the Removal Date. At any time after the Removal Date, at the written request of GMACthe Seller, the Purchaser shall assign to GMACthe Seller, without recourse, representation or warranty, effective as of the Removal Date, all of the Purchaser’s 's right, title and interest in, to and under the Receivables arising in such Account and related Collateral Security. Notwithstanding anything in this Agreement to the contrary, in the event the Purchaser shall exercise its right to remove Receivables from the Trust Issuing Entity pursuant to Section 2.8(c) of the Trust Sale and Servicing Agreement, the Purchaser may, at its option, offer to GMAC the Seller the right to purchase such removed Receivables with regard to some or all of the Randomly Selected Accounts without recourse, representation or warranty. In the event GMAC the Seller shall accept such offer, GMAC the Seller shall pay for such Receivables by transferring to the Purchaser, in exchange for the Receivables to be purchased, cash and/or Excess Available or Eligible Receivables with (including as an aggregate principal amount offset to the Purchase Price) equal to the Removal Balance related to such Randomly Selected Accounts as of the date of removalRemoval Date. On the date of such transfer, all of the Purchaser’s 's right, title and interest in, to and under the Receivables to be removed and the related Collateral Security shall be deemed to be transferred and released by the Purchaser to GMACthe Seller.

Optional Removal of Accounts. From time to time, GMAC the Seller may, at its option, request from the Purchaser, and the Purchaser may, at its option, offer to GMACthe Seller, the right to designate an a Scheduled Account for removal from the Pool of Accounts. Subject to the satisfaction by the Purchaser of the conditions set forth in Section 2.8 of the Trust Sale and Servicing Agreement, GMACthe Seller, at its option, may accept offers to designate an Account for removal or request from the Purchaser the right to designate an Account for removal by furnishing a written notice (the “GMAC "Seller Removal Notice”") to the Purchaser not less than five Business Days but not more than 30 days prior to the Removal Commencement Date. On and after the Removal Commencement Date with respect to a Randomly Selected Account, GMAC the Seller shall not transfer Receivables with respect to such Randomly Selected Account to the Purchaser. The Schedule of Accounts shall be amended to reflect such designation as of the Removal Commencement Date and to reflect such Account becoming a Removed Account as of the Removal Date. At any time after the Removal Date, at the written request of GMACthe Seller, the Purchaser shall assign to GMACthe Seller, without recourse, representation or warranty, effective as of the Removal Date, all of the Purchaser’s 's right, title and interest in, to and under the Receivables arising in such Account and related Collateral Security. Notwithstanding anything in this Agreement to the contrary, in the event the Purchaser shall exercise its right to remove Receivables from the Trust Issuing Entity pursuant to Section 2.8(c) of the Trust Sale and Servicing Agreement, the Purchaser may, at its option, offer to GMAC the Seller the right to purchase such removed Receivables with regard to some or all of the Randomly Selected Accounts without recourse, representation or warranty. In the event GMAC the Seller shall accept such offer, GMAC the Seller shall pay for such Receivables by transferring to the Purchaser, in exchange for the Receivables to be purchased, cash and/or Excess Available or Eligible Receivables with (including as an aggregate principal amount offset to the Purchase Price) equal to the Removal Balance related to such Randomly Selected Accounts as of the date of removalRemoval Date. On the date of such transfer, all of the Purchaser’s 's right, title and interest in, to and under the Receivables to be removed and the related Collateral Security shall be deemed to be transferred and released by the Purchaser to GMACthe Seller.

Optional Removal of Accounts. From (a) On any Business Day the Depositor shall have the right from time to time, GMAC may, at its option, request from time (which it may not exercise more than once in any calendar month) as described in this Section 2.8 to require the Purchaser, removal of Accounts and all of the Purchaser may, at its option, offer Receivables related to GMAC, the right to designate an Account for removal such Accounts from the Pool of Accounts. Subject to To so remove Accounts and/or the satisfaction by related Receivables, the Purchaser of Depositor (or the conditions set forth in Section 2.8 of Servicer on its behalf) shall take the Trust Sale following actions and Servicing Agreement, GMAC, at its option, may accept offers to designate an Account for removal or request from make the Purchaser the right to designate an Account for removal by furnishing a written notice following determinations: (the “GMAC Removal Notice”i) to the Purchaser not less than five Business Days but not more than 30 days prior to the Removal Commencement Date. On , furnish to the Indenture Trustee, the Owner Trustee and the Rating Agencies a written notice (the "Removal Notice") specifying the Depositor's intent to remove Accounts, the Accounts to which such removal will relate (the "Selected Accounts"), which Accounts may be selected by the Servicer in its sole discretion based on any criteria, and the date the removal will commence (the "Removal Commencement Date"), and, if the Depositor intends to remove Receivables related to the Selected Accounts pursuant to Section 2.8(c), not less than five Business Days but not more than 30 days prior to such removal of Receivables, furnish to the Indenture Trustee, the Owner Trustee and the Rating Agencies, a written notice specifying the Depositor's intent to remove Receivables, the Selected Accounts to which such Receivables relate and the date the Receivables will be removed; and (ii) determine on the Removal Commencement Date with respect to such Selected Accounts the aggregate amount of Eligible Principal Receivables in respect of each such Selected Account (the "Removal Balance") and amend the Schedule of Accounts by delivering to the Owner Trustee a true and complete list of the Selected Accounts, specifying for each Selected Account as of the Removal Commencement Date its account number and the Removal Balance. (b) The removal of any of such Accounts shall be subject to the following conditions: (i) the Depositor shall represent and warrant that such removal shall not, in the reasonable belief of the Depositor, result in the occurrence of an Early Amortization Event; (ii) the Depositor shall represent and warrant that the Selected Accounts (or administratively convenient groups of accounts) have been selected from the Pool of Accounts on a basis not intended to have a material adverse effect on the Trust; (iii) such removal shall not cause the Adjusted Nonoverconcentration Pool Balance to be less than the Required Nonoverconcentration Pool Balance or the Adjusted Overconcentration Pool Balance to be less than the Required Overconcentration Pool Balance; (iv) the Rating Agency Condition shall have been satisfied with respect to such removal for each series or class of Securities then outstanding; and (v) on or before the related Removal Commencement Date, the Depositor shall have delivered to the Owner Trustee a certificate of an Authorized Officer confirming the items set forth in clauses (i), (ii), (iii) and (iv) above. (c) Subject to the satisfaction of the conditions set forth in Section 2.8(b), from and after the Removal Commencement Date with respect to a Randomly Selected Account, GMAC (i) the Depositor shall not transfer Receivables with respect to such Randomly Selected Account to the PurchaserIssuing Entity, and (ii) until the Removal Balance has been reduced to zero all Principal Collections with respect to such Selected Account shall be allocated to the oldest outstanding principal balance of Receivables arising under such Selected Accounts; provided, however, notwithstanding the foregoing, on any Business Day on or after the Removal Commencement Date, the Depositor may remove from the Issuing Entity all of the Receivables related to the Selected Accounts, by either transferring cash to the Issuing Entity, or reducing the Certificate Interest held against it, so that the total amount of transferred cash and Certificate Interest reduction is equal to the Removal Balance related to such Selected Accounts as of the date of removal (provided that after giving effecting to such reduction neither the Excess Overconcentration Certificate Amount nor the Excess Nonoverconcentration Certificate Amount would be less than zero). All amounts so allocated to Receivables owned by the Issuing Entity or paid to the Issuing Entity for the removed Receivables shall constitute Principal Collections and shall reduce the Removal Balance. The Schedule of Removal Balance shall also be reduced to the extent Receivables in the Selected Accounts shall be amended to reflect such designation as of held by the Issuing Entity on the Removal Commencement Date and to reflect such Account becoming a Removed Account as of become Defaulted Receivables. (d) After the Removal Date. At Balance with respect to any time after such Selected Account is reduced to zero (the "Removal Date"), at (a) Collections thereon shall cease to be allocated in accordance with Section 2.8(c), (b) such Selected Account shall be deemed removed from the written request Pool of GMACAccounts for all purposes (a "Removed Account"), the Purchaser shall assign to GMAC, without recourse, representation or warranty, effective as of the Removal Date, (c) all of the Purchaser’s Issuing Entity's right, title and interest in, to and under the Receivables arising in such Account and related Collateral Security. Notwithstanding anything in this Agreement to the contrary, in the event the Purchaser shall exercise its right to remove Receivables from the Trust pursuant to Section 2.8(c) of the Trust Sale and Servicing Agreement, the Purchaser may, at its option, offer to GMAC the right to purchase such removed Receivables with regard to some or all of the Randomly Selected Accounts without recourse, representation or warranty. In the event GMAC shall accept such offer, GMAC shall pay for such Receivables by transferring to the Purchaser, in exchange for the Receivables to be purchased, cash and/or Excess Available Receivables with an aggregate principal amount equal to the Removal Balance related to such Randomly Selected Accounts as of the date of removal. On the date of such transfer, all of the Purchaser’s right, title and interest in, to and under the Receivables to be removed and the related Collateral Security shall be deemed to be transferred and released by the Purchaser Issuing Entity to GMACthe Depositor without recourse, representation or warranty, and (d) the Servicer shall amend the Schedule of Accounts accordingly.