Common use of Removal of Receivables Clause in Contracts

Removal of Receivables. (a) Subject to the conditions set forth below, on each Determination Date on which the Transferor Ownership Interest exceeds the Minimum Transferor Ownership Interest on such Determination Date, the Transferor may, but shall not be obligated to, designate Receivables for deletion and removal ("Removed Receivables") from the Trust; provided, however, that the Transferor shall not make more than one such designation in any Monthly Period. On or before the fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Receivables will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall give the Trustee and the Servicer written notice that such Removed Receivables are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require reassignment to it of Removed Receivables only upon satisfaction of the following conditions: (i) the removal of any Removed Receivables on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Removed Receivables shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Ownership Interest on such Removal Date to be less than the Minimum Transferor Ownership Interest on such Removal Date or (c) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the Removal Date, the Transferor shall have delivered to the Trustee for execution a written assignment in substantially the form of Exhibit E (the "Reassignment") and, within five Business Days thereafter, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of all Removed Receivables identified by account number and the aggregate amount of such Removed Receivables as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Receivables to be removed from the Trust; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables and the Transferor shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; (v) the Transferor shall have delivered to the Trustee an Officer's Certificate confirming the items set forth in clauses (i) through (iv) above. 37 The Trustee may conclusively rely on such Officer's Certificates, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (vi) the Transferor, the Trustee and each Rating Agency shall have received an Opinion of Counsel that the proposed removal will not adversely affect the United States federal income tax characterization of the Trust; and (vii) the proposed removal of Receivables shall not violate any provisions of the Financial Accounting Standard Board's Statement of Financial Accounting Standards 125 or any directives or pronouncements promulgated thereunder, as evidenced by an Officer's Certificate from the Transferor to such effect. Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Transferor, the Removed Receivables shall no longer constitute a part of the Trust and the Transferor Ownership Interest shall be decreased by the amount of the Principal Receivable with respect to each such Removed Receivable. [End of Article II]

Removal of Receivables. (a) Subject On any day of any Monthly Period the Servicer shall have the right to require the assignment 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 Interchange and Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received or receivable with respect thereto, and all proceeds thereof in or with respect to Receivables relating to closed Accounts the balances of which have been reduced to zero (such Receivables being referred to in this subsection as the “Removed Receivables”) (unless otherwise set forth in the applicable Indenture Supplement), upon satisfaction of the conditions set forth in clauses (i) through (iv) below, : (i) on each Determination Date on which the Transferor Ownership Interest exceeds the Minimum Transferor Ownership Interest on such Determination Date, the Transferor may, but shall not be obligated to, designate Receivables for deletion and removal ("Removed Receivables") from the Trust; provided, however, that the Transferor shall not make more than one such designation in any Monthly Period. On or before the fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Receivables will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall give the Trustee and the Servicer written notice that such Removed Receivables are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require reassignment to it of Removed Receivables only upon satisfaction of the following conditions: (i) the removal of any Removed Receivables on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Removed Receivables shall be considered to have been removed as of immediately preceding the Removal Date, the Servicer shall have given written notice to the Owner Trustee, the Indenture Trustee, the Note Administrator, the Accounts Owner, the Transferor, the O/C Holder, the Rating Agency and each Series Enhancer (bunless such notice requirement is otherwise waived) cause of such removal and specifying the Transferor Ownership Interest on date for removal of the Removed Receivables (such date referred to in this subsection as the “Removal Date to be less than the Minimum Transferor Ownership Interest on such Removal Date or (c) result in the failure to make any payment specified in the related Supplement with respect to any SeriesDate”); (ii) on or prior to the date that is five (5) Business Days before the Removal Date, the Transferor Servicer shall have delivered amend Schedule 1 by delivering to the Trustee for execution a written assignment in substantially the form of Exhibit E (the "Reassignment") and, within five Business Days thereafter, the Transferor shall have delivered to the Owner Trustee a computer file or microfiche list containing a true and complete list of all the Removed Receivables; (iii) the Servicer shall have represented and warranted as of the Removal Date that the list of Removed Receivables identified by account number and the aggregate amount of such Removed Receivables delivered pursuant to paragraph (ii) above, as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify is true and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized complete in selecting the Removed Receivables to be removed from the Trust;all material respects; and (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables and the Transferor shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; (v) the Transferor shall have delivered to the Trustee an Officer's Certificate confirming the items set forth in clauses (i) through (iv) above. 37 The Trustee may conclusively rely on such Officer's Certificates, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (vi) the Transferor, the Trustee and each Rating Agency shall have received an Opinion of Counsel that the proposed removal will not adversely affect the United States federal income tax characterization of the Trust; and (vii) the proposed removal of Removed Receivables shall not violate any provisions preclude the transfers of the Financial Accounting Standard Board's Statement of Financial Accounting Standards 125 or any directives or pronouncements promulgated thereunder, Receivables and other Trust Assets pursuant to this Agreement from being accounted for as evidenced by an Officer's Certificate from the Transferor to such effectsales under GAAP. Upon satisfaction of the above conditions, the Trustee Owner Trustee, on behalf of the Trust, shall execute and deliver the Reassignment to the Transferor, the O/C Holder and the Servicer a written reassignment in substantially the form of Exhibit B (the “Reassignment”) and shall, without further action, transfer, assign, set over and otherwise convey to the Servicer 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 Removed Receivables existing as of the Removal Date and thereafter created, all Collections allocable or with respect thereto, all monies due or to become due and all amounts received or receivable with respect thereto, and all proceeds thereof. In addition, the Owner Trustee, on behalf of the Trust, shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor or the Servicer to effect the conveyance of Receivables pursuant to this subsection 2.08(a). (b) On the 10th day of each calendar month (or, if such day is not a Business Day, the next Business Day) (such date referred to in this subsection as the “Removal Date”), the Trust shall automatically and without further action or consideration, transfer, assign, set over and otherwise convey to the Servicer, without recourse, representation or warranty, all right, title and interest of the Trust in, to and under each Receivable relating to Accounts that have been charged-off with respect to the prior Monthly Period (such Receivables being referred to in this subsection as the “Removed Receivables”), all Collections allocable or with respect thereto, all monies and amounts due or to become due with respect thereto, and all proceeds thereof; provided that Recoveries of such Removed Receivables shall no longer constitute a part be treated as Collections of Finance Charge Receivables. The Trust shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the Servicer to vest in the Servicer or its designee all right, title and interest that the Trust and the Transferor Ownership Interest shall be decreased by the amount of the Principal Receivable with respect to each had in such Removed ReceivableReceivables. [End of Article END OF ARTICLE II]

Removal of Receivables. (a) Subject to the conditions set forth below, on each Determination Date on which the Transferor Ownership Trust Interest exceeds the Minimum Transferor Ownership Trust Interest on such Determination Date, the Transferor Seller may, but shall not be obligated to, designate Originator Receivables for deletion and removal ("Removed Receivables") from the Trust; provided, however, that the Transferor Seller shall not make more than one such designation in any Monthly Period. On or before the fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Receivables will be reassigned by the Indenture Trustee to the Transferor Seller (the "Removal Date"), the Transferor Seller shall give the Indenture Trustee and the Servicer written notice that such Removed Receivables are to be reassigned to the TransferorSeller. (b) The Transferor Seller shall be permitted to designate and require reassignment to it of Removed Receivables only upon satisfaction of the following conditions: (i) the removal of any Removed Receivables on any Removal Date shall not, in the reasonable belief of the TransferorSeller, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Removed Receivables shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Ownership Trust Interest on such Removal Date to be less than the Minimum Transferor Ownership Trust Interest on such Removal Date or (c) result in the failure to make any payment specified in the related Series Supplement with respect to any Series; (ii) on or prior to the Removal Date, the Transferor Seller shall have delivered to the Trust and the Indenture Trustee for execution a written assignment in substantially the form of Exhibit E (the "Reassignment") and, within five Business Days thereafter, the Transferor Seller shall have delivered or caused to be delivered to the Indenture Trustee a computer file or microfiche list containing a true and complete list of all Removed Receivables identified by account number and the aggregate amount of such Removed Receivables as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Transferor Seller shall represent and warrant that no selection procedures believed by the Transferor Seller to be materially adverse to the interests of the Certificateholders Noteholders were utilized in selecting the Removed Receivables to be removed reassigned from the TrustTrust and released from the lien of the Indenture; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal reassignment of the Originator Receivables and the Transferor Seller and the Indenture Trustee shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor CertificatesNotes; (v) the Transferor Seller shall have delivered to the Indenture Trustee an Officer's Certificate confirming the items set forth in clauses (i) through (iv) above. 37 The Indenture Trustee may conclusively rely on such Officer's Certificates, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (vi) the TransferorSeller, the Indenture Trustee and each Rating Agency shall have received an a Tax Opinion of Counsel that the proposed removal will not adversely affect the United States federal income tax characterization of the Trust; and (vii) the proposed removal of Originator Receivables shall not violate any provisions of the Financial Accounting Standard Board's Statement of Financial Accounting Standards 125 or any directives or pronouncements promulgated thereunder, as evidenced by an Officer's Certificate from the Transferor to such effect. Upon satisfaction of the above conditionsconditions and the requirements of Sections 5.9(b) and 15.1, if applicable, of the Base Indenture, the Indenture Trustee shall execute and deliver the Reassignment to the TransferorSeller and release the Removed Receivables from the lien of the Indenture, the Removed Receivables shall no longer constitute a part of the Trust Estate and the Transferor Ownership Trust Interest shall be decreased by the amount of the Principal Receivable with respect to each such Removed Receivable. [End of Article II]

Removal of Receivables. (a) Subject to the conditions set forth below, on each Determination Date on which the Transferor Ownership Interest exceeds the Minimum Transferor Ownership Interest on such Determination Date, the Transferor may, but shall not be obligated to, designate Receivables for deletion and removal ("Removed Receivables") from the Trust; provided, however, provided that the Transferor shall not make more than one such designation in any Monthly Period. On or before the fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Receivables will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall give the Trustee and the Servicer written notice that such the Removed Receivables are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require reassignment to it of the Removed Receivables only upon satisfaction of the following conditions: (i) the removal of any Removed Receivables on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, provided that for the purposes of this subsection 2.07(b)(i2.6(b)(i), the Removed Receivables shall be considered to have been removed as of the Removal Date, (b) cause Transferor Interest as a percentage of the Transferor Ownership Interest on such Removal Date aggregate amount of Principal Receivables to be less than the Minimum Transferor Ownership Interest on such Removal Date Date, (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (cd) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the Removal Date, the Transferor shall have delivered to the Trustee for execution a written assignment substantially in substantially the form of Exhibit E C (the "Reassignment") and, within five Business Days thereafter, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of all Removed Receivables identified by account number and the aggregate amount of such the Removed Receivables as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders Holders were utilized in selecting the Removed Receivables to be removed from the Trust; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables Removed Receivables, and none of the Rating Agencies shall have informed the Transferor shall have received notice prior to that the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating or the Certificate will be withdrawn or downgraded as a result of any outstanding Series of the Investor Certificatessuch removal; (v) on any Removal Notice Date, the amount of the Principal Receivables to be reassigned to Transferor on the related Removal Date shall not equal or exceed 5% of the aggregate amount of the Principal Receivables on such Removal Date; provided, that if any Series has been paid in full, the removed Principal Receivables may approximate the Initial Investor Interest of such Series; and (vi) Transferor shall have delivered to the Trustee an Officer's Certificate confirming the items set forth in clauses (i) through (iv) above. 37 The Trustee may conclusively rely on such Officer's Certificates, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (vi) the Transferor, the Trustee and each Rating Agency shall have received an Opinion of Counsel that the proposed removal will not adversely affect the United States federal income tax characterization of the Trust; and (vii) the proposed removal of Receivables shall not violate any provisions of the Financial Accounting Standard Board's Statement of Financial Accounting Standards 125 or any directives or pronouncements promulgated thereunder, as evidenced by an Officer's Certificate from the Transferor to such effectv). Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Transferor, and the Removed Receivables shall no longer constitute a part of the Trust Trust. The Transferor hereby appoints AFCO Credit as administrative servicer and the Transferor Ownership Interest shall be decreased by the amount of the Principal Receivable with respect AFCO Credit hereby agrees to each such Removed Receivable. [End of Article II]appointment.