Common use of Removal of Accounts and Participation Interests Clause in Contracts

Removal of Accounts and Participation Interests. On any day of any Monthly Period the Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified in a Receivables Purchase Agreement (the "Removed Accounts") or Participation Interests conveyed to the Trust by the Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv), (v) and (vi) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, the Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after the Removal Date, the Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) the Transferor shall have delivered to the Trustee an Officer's Certificate, with a copy to the Rating Agency, dated the Removal Date, to the effect that the Transferor reasonably believes that (a) such removal will not have an Adverse Effect, (b) (I) no selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Securityholders have been used in selecting the Removed Accounts or (II) a random selection procedure was used by the Transferor in selecting the Removed Accounts and (c) the Transferor Amount as of the Removal Date (determined after giving effect to such Removal and to the Principal Receivables or Participation Interests transferred to the Trust on such date) is greater than or equal to the Required Transferor Amount; and (vi) if on the applicable Removal Date, the long-term unsecured debt obligations of Holdings or PFR are not rated at least in the third highest rating category by the Rating Agency, the Transferor shall have delivered to the Trustee, with a copy to the Rating Agency, an Officer's Certificate which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that such Removal would not constitute a fraudulent conveyance of the Transferor. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to the Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable, the Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables in such Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Account shall be applied as provided herein. The foregoing conditions may be amended with the consent of the Rating Agency but without the consent of Securityholders if such amendment is required to comply with any accounting or regulatory restrictions to which the Trust, Holdings, the Transferor, PFR, any Account Originator or any Account Owner may become subject. Section 2.11

Removal of Accounts and Participation Interests. On any day of any Monthly Period the Transferor each Seller shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies moneys due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified in a Receivables Purchase Agreement owned and designated by such Seller (the "Removed Accounts") or Participation Interests conveyed to the Trust designated by the Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement) and designated for removal by the TransferorSeller, upon satisfaction of the conditions in clauses (i), (iii), (iv), (v) and (vi) belowfollowing conditions: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), the Transferor such Seller shall have given the Trustee, the Servicer, the each Rating Agency and each any Series Enhancer written notice (unless such notice requirement is otherwise waived) of such removal and removal, specifying the date for removal of the Removed Accounts and removed or Participation Interests (the "Removal Date"); (ii) with respect to Removed Accounts, on or prior to the date that is five ten Business Days after the Removal Date, the Transferor such Seller shall amend have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice last day of the Monthly Period preceding the Removal Notice Date is given(the "Removal Cut-Off Date"), its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Transferor with respect to Removed Accounts, such Seller shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (iib) above, as of the Removal Cut-Off Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interestssuch removal; (v) the Transferor such Seller shall have delivered to the Trustee an Officer's Certificate, with a copy to the Rating Agency, dated the Removal Date, to the effect that the Transferor such Seller reasonably believes that (ai) such removal will not have an Adverse Effectnot, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event to occur with respect to any Series and (b) (Iii) no selection procedures believed procedure was utilized by the Transferor to such Seller which would result in a selection of Removed Accounts or Participation Interests that would be materially adverse to the interests of the Investor Securityholders have been used in selecting the Removed Accounts or (II) a random selection procedure was used by the Transferor in selecting the Removed Accounts and (c) the Transferor Amount Certificateholders of any Series as of the Removal Date (determined after giving effect to such Removal and to the Principal Receivables or Participation Interests transferred to the Trust on such date) is greater than or equal to the Required Transferor AmountDate; and (vi) if on as of the applicable Removal Cut-Off Date, the long-term unsecured debt obligations of Holdings or PFR are not rated at least in the third highest rating category by the Rating Agency, the Transferor shall have delivered to the Trustee, with a copy to the Rating Agency, an Officer's Certificate which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that such Removal would not constitute a fraudulent conveyance no more than 10% of the TransferorReceivables outstanding are more than thirty days Contractually Delinquent. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to the Transferor relevant Seller or its designee a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Transferor such Seller or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Participation Interests or Receivables arising in the Removed Accounts and Removed Participation InterestsAccounts, all monies moneys due and to become due and all amounts received with respect thereto and all proceeds thereof thereof. In addition, the Trustee shall execute such other documents and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on instruments of transfer or assignment and 41 take such other actions as shall reasonably be requested by the Officer's Certificate delivered relevant Seller to effect the conveyance of Participation Interests or Receivables pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable, the Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables in such Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Account shall be applied as provided herein. The foregoing conditions may be amended with the consent of the Rating Agency but without the consent of Securityholders if such amendment is required to comply with any accounting or regulatory restrictions to which the Trust, Holdings, the Transferor, PFR, any Account Originator or any Account Owner may become subject. Section 2.112.09.

Removal of Accounts and Participation Interests. On any day of any Monthly Period the Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified in a Receivables Purchase Agreement (the "Removed Accounts") or Participation Interests conveyed to the Trust by the Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv), (v) and (viv) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, the Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after the Removal Date, the Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; and (v) the Transferor shall have delivered to the Trustee an Officer's Certificate, with a copy to the Rating Agency, dated the Removal Date, to the effect that the Transferor reasonably believes that (a) such removal will not have an Adverse Effect, and (b) (I) no selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Securityholders Certificateholders have been used in selecting the Removed Accounts or (II) a random selection procedure was used by the Transferor in selecting the Removed Accounts and (c) the Transferor Amount as of the Removal Date (determined after giving effect to such Removal and to the Principal Receivables or Participation Interests transferred to the Trust on such date) is greater than or equal to the Required Transferor Amount; and (vi) if on the applicable Removal Date, the long-term unsecured debt obligations of Holdings or PFR are not rated at least in the third highest rating category by the Rating Agency, the Transferor shall have delivered to the Trustee, with a copy to the Rating Agency, an Officer's Certificate which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that such Removal would not constitute a fraudulent conveyance of the TransferorAccounts. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to the Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable, the Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables in such Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Account shall be applied as provided herein. The foregoing conditions may be amended with the consent of the Rating Agency but without the consent of Securityholders Certificateholders if such amendment is required to comply with any accounting or regulatory restrictions to which the Trust, Holdings, the Transferor, PFR, any Account Originator or any Account Owner may become subject. Section 2.11