Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b). (b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations: (i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts"); (ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance; (iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Accounts; (iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date"); (v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day; (vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount; (vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts; (viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; and (ix) on or before the related Removal Commencement Date, deliver to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to remove Eligible Accounts from the operation of this Agreement Trust Accounts in the manner prescribed in Section 2.06(b2.07(b).
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer Trust on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects;
(ix) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(x) deliver to the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Commencement Date, with respect to such removal; and
(ixxi) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and through (viiiix) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer Trustee may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) Subject to Section 2.07(b), on the Removal Date with respect to any such Designated Account, the Seller shall cease to allocate any Collections therefrom in accordance with Section 2.07(b) and such Designated Account shall be deemed removed from the Trust for all purposes (a "Removed Account"). After the Removal Date and upon the written request of the Servicer, the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment").
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Carco Auto Loan Master Trust)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7(b) of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section.
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five on or before the fifth Business Days Day prior to the Removal Commencement DateDetermination Date on which such removal will occur, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, (w) cause an Early Amortization a Pay Out Event to occur or occur, (x) cause the Pool Balance Transferor Interest to be less than the Required Participation AmountMinimum Transferor Interest on such Removal Date or (y) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables;
(viiiv) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;Accounts to be removed; and
(viiiv) represent and warrant on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as date of the Removal Commencement DateNotice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects; and.
(ixc) Subject to Section 2.6(b), on or before the related Removal Commencement DateDate with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer shall deliver to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that a reassignment in substantially the removal form of Exhibit C (the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying"Reassignment").
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Greentree Floorplan Funding Corp), Receivables Purchase Agreement (Greentree Floorplan Funding Corp)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the applicable Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b), subject to Section 2.6(d). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section.
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the applicable Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the such Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures believed by the such Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;Accounts to be removed; and
(viiiv) represent and warrant on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as date of the Removal Commencement DateNotice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects; and.
(ixc) Subject to Section 2.6(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer, subject to Section 2.6(d), shall deliver to the applicable Seller a reassignment in substantially the form of Exhibit C (the "Reassignment").
(d) Notwithstanding any other provision of this Agreement, the Buyer shall have the right to consent or before to decline to consent to any removal of Removed Accounts (and the related Removal Commencement Date, deliver Receivables) to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the a Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty pursuant to make inquiries with regard to the matters set forth therein and shall incur no liability in so relyingthis Section 2.
Appears in 2 contracts
Sources: Receivables Contribution and Sale Agreement (Distribution Financial Services Floorplan Master Trust), Receivables Contribution and Sale Agreement (CDF Funding, Inc.)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to remove Eligible Accounts from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.07(b). In addition, on each Determination Date the Seller shall have the right to remove Accounts from the Trust and, in connection therewith, repurchase the then-existing Receivables in such Accounts, in the manner prescribed in Section 2.07(c). In addition, on each Determination Date the Seller shall have the right to remove DTS Accounts in the manner prescribed in Section 2.07(f). None of the Receivables that have been removed from the Trust shall be sold or otherwise transferred to DCS, and DCS agrees that, notwithstanding anything to the contrary in the Receivables Purchase Agreement, it will not purchase or otherwise acquire such Receivables. For the avoidance of doubt, the Seller shall not remove Accounts from the Trust more often than once a month.
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrust, the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer Trust on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Redemption Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries Trust, the Noteholders or any Enhancement Providers were utilized in selecting the Designated Accounts and that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects;
(ix) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(x) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Commencement Date, with respect to such removal; and
(ixxi) on or before the related Removal Commencement Date, deliver to Buyerthe Trust, the Trustee Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and through (viiiix) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Redemption Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) To remove Accounts and repurchase the then-existing Receivables in such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal and Repurchase Date (the "Removal and Repurchase Notice Date"), furnish to the Trust, the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a Removal Notice specifying the Designated Accounts which are to be removed, and the then-existing Receivables in such Designated Accounts (the "Designated Receivables") which are to be repurchased, from the Trust and the Determination Date (which may be the Determination Date on which such notice is given) on which the removal of such Designated Accounts and the repurchase of such Designated Receivables will occur (a "Removal and Repurchase Date");
(ii) on the Removal and Repurchase Date with respect to such Designated Accounts, amend Schedule 1 by delivering to the Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal and Repurchase Notice Date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) on the Removal and Repurchase Date, deposit into the Collection Account funds in an amount equal to the aggregate outstanding balance of the Repurchased Receivables on such date (the "Repurchased Receivables Purchase Price"), which funds, notwithstanding anything in this Agreement to the contrary, will not be released from the Collection Account other than pursuant to Section 4.05 of this Agreement;
(iv) represent and warrant that the removal of any such Eligible Account and the repurchase of the Receivables then-existing in such Account on any Removal and Repurchase Date shall not, in the reasonable belief of the Seller, cause an Early Redemption Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(v) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or any Enhancement Providers were utilized in selecting the Designated Accounts; further, represent and warrant that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(vi) represent and warrant as of the Removal and Repurchase Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal and Repurchase Date, is true and complete in all material respects;
(vii) represent and warrant that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(viii) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal and Repurchase Date, with respect to such removal and repurchase; and
(ix) on or before the related Removal and Repurchase Date, deliver to the Trust, the Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (iv) through (vii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts and the repurchase of the Repurchased Receivables will not result in the occurrence of an Early Redemption Event; the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed and no Designated Receivables shall be so repurchased unless each Rating Agency shall have notified the Seller, the Servicer, the Trust and the Trustee in writing that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by such Rating Agency.
(d) In the case of any removal of a Designated Account pursuant to Section 2.07(b), subject to such Section 2.07(b), on the Removal Date with respect to any such Designated Account, the Seller shall cease to allocate any Collections therefrom in accordance with Section 2.07(b) and such Designated Account shall be deemed removed from the Trust for all purposes (a "Removed Account"). Within five Business Days after the Removal Date, the Trust and the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment"), together with appropriate UCC financing statements.
(e) In the case of any removal of Designated Accounts and repurchase of Designated Receivables pursuant to Section 2.07(c), subject to such Section 2.07(c), on the Removal and Repurchase Date with respect to any such Designated Account and Designated Receivables, such Designated Account shall be deemed removed, and such Designated Receivables ("Repurchased Receivables") shall be deemed repurchased, from the Trust for all purposes and the Trustee shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, effective as of the Removal and Repurchase Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Repurchased Receivables, all moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. Within five Business Days after the Removal and Repurchase Date, the Trust and the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(f) To remove Accounts in respect of which the related Dealer is in Dealer Trouble Status (each, a "DTS Account"), the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) determine on the Business Day on which each such Dealer is placed in Dealer Trouble Status (the "DTS Removal Commencement Date") the aggregate balance of Principal Receivables in each such DTS Account (the "DTS Designated Balance") and amend Schedule 1 by delivering to the Trust and the Trustee a computer file or microfiche or written list containing for each such DTS Account, as of the DTS Removal Commencement Date for such Account, its account number, the aggregate amount of Receivables outstanding in such DTS Account and the DTS Designated Balance;
(ii) from and after such DTS Removal Commencement Date, cease to transfer to the Trust any and all Receivables arising in such DTS Account;
(iii) from and after each such DTS Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such DTS Account, first, to the oldest outstanding principal balance of such DTS Account, until the Determination Date on which the DTS Balance with respect to such Designated Account is reduced to zero (the "DTS Removal Date");
(iv) on each Business Day from and after such DTS Removal Commencement Date to and until the related DTS Removal Date, allocate (A) to the Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each DTS Account, based on the ratio of the aggregate amount of Principal Receivables in all DTS Accounts sold to the Trust on such Business Day to the total aggregate amount of Principal Receivables in all such DTS Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(v) represent and warrant as of the DTS Removal Date that the DTS Accounts specified in clause (i) above and the DTS Designated Balances of such DTS Accounts, as of the DTS Removal Commencement Date, is true and complete in all material respects;
(vi) the Seller shall have delivered to the Trust, the Trustee, each Rating Agency and any Enhancement Providers an Officers' Certificate, dated the Automatic Removal Date, to the effect that the Seller reasonably believes that such removal will not cause an Early Redemption Event to occur with respect to any Series; and
(vii) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the DTS Removal Commencement Date, with respect to such removal. In the case of any removal of a DTS Account, on the DTS Removal Date with respect to any such DTS Account, the Seller shall cease to allocate any Collections therefrom in accordance with this Section 2.07(f) and such DTS Account shall be deemed removed from the Trust for all purposes (also a "Removed Account"). Within five Business Days after the DTS Removal Date, the Trust and the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(g) Notwithstanding anything in this Agreement to the contrary, the Seller shall have the right to require the reassignment to it 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 with respect thereto and all proceeds thereof in or with respect to the Accounts ("Automatic Removed Accounts") designated by the Seller, upon satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the date upon which such Accounts are to be removed, the Seller shall have given the Trust, the Trustee, each Enhancement Provider and the Rating Agencies a Removal Notice specifying the date for removal of the Automatic Removed Accounts (the "Automatic Removal Date");
(ii) on or prior to the date that is five Business Days after the Automatic Removal Date, the Seller shall have delivered to the Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Automatic Removed Accounts specifying for each such Account, as of the removal notice date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) the Seller shall have represented and warranted as of each Automatic Removal Date that the list of Automatic Removed Accounts delivered pursuant to clause (ii) above, as of the Automatic Removal Date, is true and complete in all material respects and that the selection procedures for selecting the Automatic Removed Accounts were applied so as to randomly select the Automatic Removed Accounts from the entire population of Accounts;
(iv) the Trustee shall have received confirmation from each Rating Agency that such removal will not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Series or Class of Certificates;
(v) the Seller shall have delivered to the Trust, the Trustee, each Rating Agency and any Enhancement Providers an Officers' Certificate, dated the Automa
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust), Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to remove Eligible Accounts from the operation of this Agreement Trust Accounts in the manner prescribed in Section 2.06(b2.07(b). In addition, on each Determination Date the Seller shall have the right to remove Accounts from the Trust and, in connection therewith, repurchase the then existing Receivables in such Accounts, in the manner prescribed in Section 2.07(c). In addition, on each Determination Date the Seller shall have the right to remove DTS Accounts in the manner prescribed in Section 2.07(f). None of the Receivables that have been removed from the Trust shall be sold or otherwise transferred to DCS, and DCS agrees that, notwithstanding anything to the contrary in the Receivables Purchase Ageement, it will not purchase or otherwise acquire such Receivables. For the avoidance of doubt, the Seller shall not remove Accounts from the Trust more often than once a month.
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer Trust on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts and that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects;
(ix) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(x) deliver to the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Commencement Date, with respect to such removal; and
(ixxi) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and through (viiiix) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer Trustee may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) To remove Accounts and repurchase the then existing Receivables in such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal and Repurchase Date (the "Removal and Repurchase Notice Date"), furnish to the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a Removal Notice specifying the Designated Accounts which are to be removed, and the then existing Receivables in such Designated Accounts (the "Designated Receivables") which are to be repurchased, from the Trust and the Determination Date (which may be the Determination Date on which such notice is given) on which the removal of such Designated Accounts and the repurchase of such Designated Receivables will occur (a "Removal and Repurchase Date");
(ii) on the Removal and Repurchase Date with respect to such Designated Accounts, amend Schedule 1 by delivering to the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal and Repurchase Notice Date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) on the Removal and Repurchase Date, deposit into the Collection Account funds in an amount equal to the aggregate outstanding balance of the Repurchased Receivables on such date (the "Repurchased Receivables Purchase Price"), which funds, notwithstanding anything in this Agreement to the contrary, will not be released from the Collection Account other than pursuant to Section 4.03 (f) of this Agreement;
(iv) represent and warrant that the removal of any such Eligible Account and the repurchase of the Receivables then existing in such Account on any Removal and Repurchase Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(v) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts; further, represent and warrant that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(vi) represent and warrant as of the Removal and Repurchase Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal and Repurchase Date, is true and complete in all material respects;
(vii) represent and warrant that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(viii) deliver to the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal and Repurchase Date, with respect to such removal and repurchase; and
(ix) on or before the related Removal and Repurchase Date, deliver to the Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (iv) through (vii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts and the repurchase of the Repurchased Receivables will not result in the occurrence of an Early Amortization Event; the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed and no Designated Receivables shall be so repurchased unless each Rating Agency shall have notified the Seller, the Servicer and the Trustee in writing that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by such Rating Agency.
(d) In the case of any removal of a Designated Account pursuant to Section 2.07(b), subject to such Section 2.07(b), on the Removal Date with respect to any such Designated Account, the Seller shall cease to allocate any Collections therefrom in accordance with Section 2.07 (b) and such Designated Account shall be deemed removed from the Trust for all purposes (a "Removed Account"). Within five Business Days after the Removal Date, the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment"), together with appropriate UCC financing statements.
(e) In the case of any removal of Designated Accounts and repurchase of Designated Receivables pursuant to Section 2.07(c), subject to such Section 2.07(c), on the Removal and Repurchase Date with respect to any such Designated Account and Designated Receivables, such Designated Account shall be deemed removed, and such Designated Receivables ("Repurchased Receivables") shall be deemed repurchased, from the Trust for all purposes and the Trustee shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, effective as of the Removal and Repurchase Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Repurchased Receivables, all moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. Within five Business Days after the Removal and Repurchase Date, the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(f) To remove Accounts in respect of which the related Dealer is in Dealer Trouble Status (each, a "DTS Account"), the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) determine on the Business Day on which each such Dealer is placed in Dealer Trouble Status (the "DTS Removal Commencement Date") the aggregate balance of Principal Receivables in each such DTS Account (the "DTS Designated Balance") and amend Schedule 1 by delivering to the Trustee a computer file or microfiche or written list containing for each such DTS Account, as of the DTS Removal Commencement Date for such Account, its account number, the aggregate amount of Receivables outstanding in such DTS Account and the DTS Designated Balance;
(ii) from and after such DTS Removal Commencement Date, cease to transfer to the Trust any and all Receivables arising in such DTS Account;
(iii) from and after each such DTS Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such DTS Account, first, to the oldest outstanding principal balance of such DTS Account, until the Determination Date on which the DTS Balance with respect to such Designated Account is reduced to zero (the "DTS Removal Date");
(iv) on each Business Day from and after such DTS Removal Commencement Date to and until the related DTS Removal Date, allocate (A) to the Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each DTS Account, based on the ratio of the aggregate amount of Principal Receivables in all DTS Accounts sold to the Trust on such Business Day to the total aggregate amount of Principal Receivables in all such DTS Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(v) represent and warrant as of the DTS Removal Date that the DTS Accounts specified in clause (i) above and the DTS Designated Balances of such DTS Accounts, as of the DTS Removal Commencement Date, is true and complete in all material respects;
(vi) the Seller shall have delivered to the Trustee, each Rating Agency and any Enhancement Providers an officers' certificate, dated the Automatic Removal Date, to the effect that the Seller reasonably believes that such removal will not cause an early amortization event to occur with respect to any Series; and
(vii) deliver to the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the DTS Removal Commencement Date, with respect to such removal. In the case of any removal of a DTS Account, on the DTS Removal Date with respect to any such DTS Account, the Seller shall cease to allocate any Collections therefrom in accordance with this Section 2.07(f) and such DTS Account shall be deemed removed from the Trust for all purposes (also a "Removed Account"). Within five Business Days after the DTS Removal Date, the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(g) Notwithstanding anything in this Agreement to the contrary, the Seller shall have the right to require the reassignment to it 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 with respect thereto and all proceeds thereof in or with respect to the Accounts ("Automatic Removed Accounts") designated by the Seller, upon satisfaction of the following conditions:
(i) on or before the fifth business day immediately preceding the date upon which such Accounts are to be removed, the Seller shall have given the Trust, each Enhancement Provider and the Rating Agencies a Removal Notice specifying the date for removal of the Automatic Removed Accounts (the "Automatic Removal Date");
(ii) on or prior to the date that is five Business Days after the Automatic Removal Date, the Seller shall have delivered to the Trustee a computer file or microfiche or written list containing a true and complete list of the Automatic Removed Accounts specifying for each such Account, as of the removal notice date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) the Seller shall have represented and warranted as of each Automatic Removal Date that the list of Automatic Removed Accounts delivered pursuant to clause (ii) above, as of the Automatic Removal Date, is true and complete in all material respects and that the selection procedures for selecting the Automatic Removed Accounts were applied so as to randomly select the Automatic Removed Accounts from the entire population of Accounts;
(iv) the Trustee shall have received confirmation from each Rating Agency that such removal will not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Series or Class of Certificates;
(v) the Seller shall have delivered to the Trustee, each Rating Agency and any Enhancement Providers an officers' certificate, dated the Automatic Removal Date, to the effect that the Seller reasonably believes that such removal will not cause an early amortization event (including an Early Termination Event) to occur with respect to any Series or cause the Pool Balance to be less than the Required Participation Amount; an
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section.
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization a Pay Out Event to occur or cause the Pool Balance Transferor Interest to be less than the Required Participation AmountMinimum Transferor amount on such date;
(viiiv) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;Accounts to be removed; and
(viiiv) represent and warrant on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as date of the Removal Commencement DateNotice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects; and.
(ixc) Subject to Section 2.6(b), on or before the related Removal Commencement DateDate with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer shall deliver to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that a reassignment in substantially the removal form of Exhibit C (the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying"Reassignment").
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Green Tree Financial Corp), Receivables Purchase Agreement (Green Tree Financial Corp)
Removal of Eligible Accounts. (a) On each Determination Date ---------------------------- on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the applicable Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b), subject to Section 2.6(d). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section.
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the applicable Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");; ---------------- ------------
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the such Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures believed by the such Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;Accounts to be removed; and
(viiiv) represent and warrant on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as date of the Removal Commencement DateNotice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects; and.
(ixc) Subject to Section 2.6(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer, subject to Section 2.6(d), shall deliver to the applicable Seller a reassignment in substantially the form of Exhibit C (the "Reassignment"). ------------
(d) Notwithstanding any other provision of this Agreement, the Buyer shall have the right to consent or before to decline to consent to any removal of Removed Accounts (and the related Removal Commencement Date, deliver Receivables) to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the a Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty pursuant to make inquiries with regard to the matters set forth therein and shall incur no liability in so relyingthis Section 2.
Appears in 1 contract
Sources: Receivables Contribution and Sale Agreement (Deutsche Floorplan Receivables L P)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b), subject to Section 2.6(d). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section.
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;Accounts to be removed; and
(viiiv) represent and warrant on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as date of the Removal Commencement DateNotice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects; and.
(ixc) Subject to Section 2.6(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer, subject to Section 2.6(d), shall deliver to the Seller a reassignment in substantially the form of Exhibit B (the "Reassignment").
(d) Notwithstanding any other provision of this Agreement, the Buyer shall have the right to consent or before to decline to consent to any removal of Removed Accounts (and the related Removal Commencement Date, deliver Receivables) to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty pursuant to make inquiries with regard to the matters set forth therein and shall incur no liability in so relyingthis Section 2.
Appears in 1 contract
Sources: Receivables Contribution and Sale Agreement (Distribution Financial Services Floorplan Master Trust)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to remove Eligible Accounts in respect of the Accounts being removed from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.7(b). Notwithstanding any other provision of this Agreement, the termination of an Account by a Dealer upon such Dealer's payment in full of the related Account shall result in automatic removal of such Account without the need to take any action.
(b) To accept such offer and remove Eligible Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") " specifying the Removal Date, which shall be a Determination Date (which may be the a Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Removed Accounts")) shall occur;
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures reasonably believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated AccountsAccounts to be removed;
(viiiv) represent cause the Rating Agency Condition to be satisfied with respect to such removal;
(vi) deliver to the Trustee, each Rating Agency, any Agent and warrant as of any Enhancement Providers a Tax Opinion, dated the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; andwith respect to such removal;
(ixvii) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (viiii) and through (viiiv) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will shall not result in the occurrence of an Early Amortization Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and
(viii) on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects. No Accounts shall be so removed if such removal shall result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) Subject to Section 2.7(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed from the Trust for all purposes. After the Removal Date and upon the written request of the Servicer, the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment").
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Distribution Financial Services Floorplan Master Trust)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer Transferor shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.7(b).
(b) To accept such offer and remove Accounts, the Seller Transferor (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerOwner Trustee, the Indenture Trustee, any Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and specifying the Accounts the future generated Receivables of which are not to be removed from transferred to the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate principal balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer Owner Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Principal Collections of Principal Receivables in respect of each such Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections Trust (to be further allocated pursuant to the terms of this Agreement), Non-Principal Receivables Collections in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Account for Receivables in all Designated Accounts sold transferred to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day Trust and (B) to the Seller, Transferor the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables Collections in all such the Designated Accounts on such Business DayAccounts;
(vi) represent and warrant that the removal of any such the Eligible Account on any Removal Date shall not, in the reasonable belief of the SellerTransferor, cause an Early Amortization Event or Investment Event to occur for any Series or cause the Pool Balance to be less than the Required Participation Amountclass of Notes;
(vii) represent and warrant that no selection procedures believed by the Seller Transferor to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;
(viii) represent and warrant as that such removal will not result in a reduction or withdrawal of the Removal Date that the list rating of Removed Accounts delivered pursuant to clause (ii) above, as any outstanding Series or class of the Removal Commencement Date, is true and complete in all material respectsNotes by any applicable Rating Agency; and
(ix) on or before the related Removal Commencement Date, deliver to Buyerthe Owner Trustee, the Trustee Indenture Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and through (viii) above and confirming that the Seller Transferor reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event or Investment Event; the Buyer Owner Trustee and the Indenture Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts held by the Trust shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or class of Notes by any applicable Rating Agency. Upon satisfaction of the above conditions, on the Removal Date with respect to any such Trust Account, the Transferor shall cease to allocate any Collections therefrom in accordance with this Section and such Designated Account shall be deemed removed from the Trust for all purposes (a "Removed Account"). Within five Business Days after the Removal Date, the Owner Trustee shall deliver to the Transferor a reassignment in substantially the form of Exhibit D (the "Reassignment"), together with appropriate UCC financing statements.
Appears in 1 contract
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to remove Eligible Accounts from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.07(b). In addition, on each Determination Date the Seller shall have the right to remove Accounts from the Trust and, in connection therewith, repurchase the then-existing Receivables in such Accounts, in the manner prescribed in Section 2.07(c). In addition, on each Determination Date the Seller shall have the right to remove DTS Accounts in the manner prescribed in Section 2.07(f). None of the Receivables that have been removed from the Trust shall be sold or otherwise transferred to DCFS, and DCFS agrees that, notwithstanding anything to the contrary in the Receivables Purchase Agreement, it will not purchase or otherwise acquire such Receivables. For the avoidance of doubt, the Seller shall not remove Accounts from the Trust more often than once a month.
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrust, the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer Trust on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Redemption Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries Trust, the Noteholders or any Enhancement Providers were utilized in selecting the Designated Accounts and that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects;
(ix) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(x) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Commencement Date, with respect to such removal; and
(ixxi) on or before the related Removal Commencement Date, deliver to Buyerthe Trust, the Trustee Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and through (viiiix) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Redemption Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) To remove Accounts and repurchase the then-existing Receivables in such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal and Repurchase Date (the "Removal and Repurchase Notice Date"), furnish to the Trust, the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a Removal Notice specifying the Designated Accounts which are to be removed, and the then- existing Receivables in such Designated Accounts (the "Designated Receivables") which are to be repurchased, from the Trust and the Determination Date (which may be the Determination Date on which such notice is given) on which the removal of such Designated Accounts and the repurchase of such Designated Receivables will occur (a "Removal and Repurchase Date");
(ii) on the Removal and Repurchase Date with respect to such Designated Accounts, amend Schedule 1 by delivering to the Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal and Repurchase Notice Date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) on the Removal and Repurchase Date, deposit into the Collection Account funds in an amount equal to the aggregate outstanding balance of the Repurchased Receivables on such date (the "Repurchased Receivables Purchase Price"), which funds, notwithstanding anything in this Agreement to the contrary, will not be released from the Collection Account other than pursuant to Section 4.05 of this Agreement;
(iv) represent and warrant that the removal of any such Eligible Account and the repurchase of the Receivables then-existing in such Account on any Removal and Repurchase Date shall not, in the reasonable belief of the Seller, cause an Early Redemption Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(v) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or any Enhancement Providers were utilized in selecting the Designated Accounts; further, represent and warrant that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(vi) represent and warrant as of the Removal and Repurchase Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal and Repurchase Date, is true and complete in all material respects;
(vii) represent and warrant that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(viii) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal and Repurchase Date, with respect to such removal and repurchase; and
(ix) on or before the related Removal and Repurchase Date, deliver to the Trust, the Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (iv) through (vii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts and the repurchase of the Repurchased Receivables will not result in the occurrence of an Early Redemption Event; the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed and no Designated Receivables shall be so repurchased unless each Rating Agency shall have notified the Seller, the Servicer, the Trust and the Trustee in writing that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by such Rating Agency.
(d) In the case of any removal of a Designated Account pursuant to Section 2.07(b), subject to such Section 2.07(b), on the Removal Date with respect to any such Designated Account, the Seller shall cease to allocate any Collections therefrom in accordance with Section 2.07(b) and such Designated Account shall be deemed removed from the Trust for all purposes (a "Removed Account"). Within five Business Days after the Removal Date, the Trust and the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment"), together with appropriate UCC financing statements.
(e) In the case of any removal of Designated Accounts and repurchase of Designated Receivables pursuant to Section 2.07(c), subject to such Section 2.07(c), on the Removal and Repurchase Date with respect to any such Designated Account and Designated Receivables, such Designated Account shall be deemed removed, and such Designated Receivables ("Repurchased Receivables") shall be deemed repurchased, from the Trust for all purposes and the Trustee shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, effective as of the Removal and Repurchase Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Repurchased Receivables, all moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. Within five Business Days after the Removal and Repurchase Date, the Trust and the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(f) To remove Accounts in respect of which the related Dealer is in Dealer Trouble Status (each, a "DTS Account"), the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) determine on the Business Day on which each such Dealer is placed in Dealer Trouble Status (the "DTS Removal Commencement Date") the aggregate balance of Principal Receivables in each such DTS Account (the "DTS Designated Balance") and amend Schedule 1 by delivering to the Trust and the Trustee a computer file or microfiche or written list containing for each such DTS Account, as of the DTS Removal Commencement Date for such Account, its account number, the aggregate amount of Receivables outstanding in such DTS Account and the DTS Designated Balance;
(ii) from and after such DTS Removal Commencement Date, cease to transfer to the Trust any and all Receivables arising in such DTS Account;
(iii) from and after each such DTS Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such DTS Account, first, to the oldest outstanding principal balance of such DTS Account, until the Determination Date on which the DTS Balance with respect to such Designated Account is reduced to zero (the "DTS Removal Date");
(iv) on each Business Day from and after such DTS Removal Commencement Date to and until the related DTS Removal Date, allocate (A) to the Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each DTS Account, based on the ratio of the aggregate amount of Principal Receivables in all DTS Accounts sold to the Trust on such Business Day to the total aggregate amount of Principal Receivables in all such DTS Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(v) represent and warrant as of the DTS Removal Date that the DTS Accounts specified in clause (i) above and the DTS Designated Balances of such DTS Accounts, as of the DTS Removal Commencement Date, is true and complete in all material respects;
(vi) the Seller shall have delivered to the Trust, the Trustee, each Rating Agency and any Enhancement Providers an Officers' Certificate, dated the Automatic Removal Date, to the effect that the Seller reasonably believes that such removal will not cause an Early Redemption Event to occur with respect to any Series; and
(vii) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the DTS Removal Commencement Date, with respect to such removal. In the case of any removal of a DTS Account, on the DTS Removal Date with respect to any such DTS Account, the Seller shall cease to allocate any Collections therefrom in accordance with this Section 2.07(f) and such DTS Account shall be deemed removed from the Trust for all purposes (also a "Removed Account"). Within five Business Days after the DTS Removal Date, the Trust and the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(g) Notwithstanding anything in this Agreement to the contrary, the Seller shall have the right to require the reassignment to it 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 with respect thereto and all proceeds thereof in or with respect to the Accounts ("Automatic Removed Accounts") designated by the Seller, upon satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the date upon which such Accounts are to be removed, the Seller shall have given the Trust, the Trustee, each Enhancement Provider and the Rating Agencies a Removal Notice specifying the date for removal of the Automatic Removed Accounts (the "Automatic Removal Date");
(ii) on or prior to the date that is five Business Days after the Automatic Removal Date, the Seller shall have delivered to the Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Automatic Removed Accounts specifying for each such Account, as of the removal notice date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) the Seller shall have represented and warranted as of each Automatic Removal Date that the list of Automatic Removed Accounts delivered pursuant to clause (ii) above, as of the Automatic Removal Date, is true and complete in all material respects and that the selection procedures for selecting the Automatic Removed Accounts were applied so as to randomly select the Automatic Removed Accounts from the entire population of Accounts;
(iv) the Trustee shall have received confirmation from each Rating Agency that such removal will not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Series or Class of Certificates;
(v) the Seller shall have delivered to the Trust, the Trustee, each Rating Agency and any Enhancement Providers an Officers' Certificate, dated the Aut
Appears in 1 contract
Sources: Sale and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b)., subject to Section 2.6(d). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section. Contribution and Sale Agreement
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;Accounts to be removed; and
(viiiv) represent and warrant on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as date of the Removal Commencement DateNotice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects; and.
(ixc) Subject to Section 2.6(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer, subject to Section 2.6(d), shall deliver to the Seller a reassignment in substantially the form of Exhibit B (the "Reassignment").
(d) Notwithstanding any other provision of this Agreement, the Buyer shall have the right to consent or before to decline to consent to any removal of Removed Accounts (and the related Removal Commencement Date, deliver Receivables) to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty pursuant to make inquiries with regard to the matters set forth therein and shall incur no liability in so relyingthis Section 2.
Appears in 1 contract
Sources: Receivables Contribution and Sale Agreement (CDF Funding, Inc.)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust Issuer pursuant to Section 2.07 of the Pooling Transfer and Servicing Agreement, the Buyer Purchaser shall be deemed to have offered to the Seller Originator automatically and without notice to or action by or on behalf of the BuyerPurchaser, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b).
(b) To accept such offer and remove Accounts, the Seller Originator (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerPurchaser, the Indenture Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will shall commence (a "Removal 9 Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust Issuer and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer Purchaser a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Purchaser any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Purchaser Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer Purchaser on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the SellerOriginator, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the SellerOriginator, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation AmountPool Balance;
(vii) represent and warrant that no selection procedures believed by the Seller Originator to be adverse to the interests of the Beneficiaries Noteholders were utilized in selecting the Designated Accounts;
(viii) represent and warrant as of the Removal Commencement Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; and
(ix) on or before the related Removal Commencement Date, deliver to BuyerPurchaser, the Indenture Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi), (vii) and (viii) above and confirming that the Seller Originator reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer Purchaser may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.
(c) Subject to Section 2.06(b), on the Removal Date with respect to any such Designated Account, the Originator shall cease to allocate any Collections therefrom in accordance with Section 2.06(b) and such Designated Account shall be deemed removed by operation of this Agreement for all purposes (a "Removed Account"). After the Removal Date and upon the written request of the Servicer, the Purchaser shall deliver to the Originator a reassignment in substantially the form of Exhibit D (the "Reassignment").
Appears in 1 contract
Sources: Receivables Purchase Agreement (CNH Wholesale Receivables Inc)
Removal of Eligible Accounts. (a) On each Determination ---------------------------- Date on which the Seller shall have the right to remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust in respect of the Accounts are being removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.7(b). The termination of an Account by a Dealer upon such Dealer's payment in full of the related Account shall not be a removal of such Account under this Section 2.7.
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust in respect of the Accounts being removed, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the -------------- Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");; ---------------- ------------
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures reasonably believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated AccountsAccounts to be removed;
(viiiv) represent satisfy the Rating Agency Condition with respect to such removal;
(vi) deliver to the Trustee, each Rating Agency, any Agent and warrant as of any Enhancement Providers a Tax Opinion, dated the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; andwith respect to such removal;
(ixvii) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (viiii) and through (viiiv) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and
(viii) on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects. No Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) Subject to Section 2.7(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed from the Trust for all purposes. After the Removal Date and upon the written request of the Servicer, the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment"). ------------
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer Transferor shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement Issuer and, in connection therewith, repurchase the then existing Receivables in such Accounts, in the manner prescribed in Section 2.06(b2.07(b).
(b) To accept remove Accounts and repurchase the then existing Receivables in such offer and remove Accounts, the Seller Transferor (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement and Repurchase Date (the "Removal and Repurchase Notice Date"), furnish to the BuyerIndenture Trustee, the Trusteeany 26 TRANSFER AND SERVICING AGREEMENT Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Designated Accounts which are to be removed from the Issuer (the "Designated Accounts"), and the then existing Receivables in such Designated Accounts (the "Designated Receivables") which are to be repurchased, from the Issuer and the Determination Date (which may be the Determination Date on which such notice is given) on which the removal of such Designated Accounts and the repurchase of such Designated Receivables of one or more Accounts will commence occur (a "Removal Commencement and Repurchase Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement and Repurchase Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and Accounts, amend Schedule 1 by delivering to the Buyer Indenture Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement and Repurchase Notice Date, its account number, number and the aggregate amount of Receivables outstanding in such Account and the Designated BalanceAccount;
(iii) from on the Removal and after such Removal Commencement Repurchase Date, cease to transfer deposit into the Collection Account funds in an amount equal to the Buyer any and all aggregate outstanding balance of the Repurchased Receivables arising on such date (the "Repurchased Receivables Purchase Price"), which funds, notwithstanding anything in such Designated Accountsthis Agreement to the contrary, will not be released from the Collection Account other than pursuant to Section 4.02(c) of the Indenture;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account and the repurchase of the Receivables then existing in such Account on any Removal and Repurchase Date shall not, in the reasonable belief of the SellerTransferor, cause an Early Amortization Event to occur or cause the Adjusted Pool Balance to be less than the Required Participation Pool Balance or the Transferor Amount to be less than the Trust Available Subordinated Amount;
(viiv) represent and warrant that Accounts, or administratively convenient groups of Accounts, were chosen for removal randomly or otherwise not on a basis intended to select particular Accounts or groups of Accounts for any reason other than administrative convenience, that no selection procedures believed by the Seller Transferor to be adverse to the interests of the Beneficiaries Noteholders and any Enhancement Provider were utilized in selecting the Designated Accounts; further, represent and warrant that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(viiivi) represent and warrant as of the Removal and Repurchase Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement and Repurchase Date, is true and complete in all material respects; and;
(ixvii) on or before the related Removal Commencement Date, deliver to Buyer, the Trustee represent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) warrant that such removal and (viii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts repurchase will not result in a reduction or withdrawal of the occurrence rating of an Early Amortization Event; any outstanding Series or Class by the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.applicable Rating Agency;
Appears in 1 contract
Sources: Transfer and Servicing Agreement (CNH Wholesale Receivables Inc)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7 of the Pooling Trust Sale and Servicing Agreement, the Buyer WODFI shall be deemed to have offered to the Seller World Omni automatically and without notice to or action by or on behalf of the BuyerWODFI, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b).
(b) To accept such offer and remove Accounts, including all amounts then held by the Seller Trust or thereafter received by the Trust with respect to such Accounts, World Omni (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerWODFI, the Owner Trustee, the Indenture Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Designated Accounts") will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate principal balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance);
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer WODFI any and all Receivables arising in such Designated Accounts;
(iv) from and after such the Removal Commencement Date, allocate all Principal Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such the Designated Account, until the Determination Date on which the Designated Balance with respect to such in the Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day business day from and after such the Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables Trust (to be further allocated pursuant to the Trust Sale and Collections of Servicing Agreement), Non-Principal Receivables Collections in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Account for Receivables in all Designated Accounts sold transferred to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day Trust and (B) to the Seller, Transferor the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables Collections in all such the Designated Accounts on such Business DayAccounts;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the SellerWorld Omni, cause an Early Amortization Event or Investment Event to occur or cause the Pool Balance to be less than the Required Participation AmountPool Balance;
(vii) represent and warrant that no selection procedures believed by the Seller World Omni to be adverse to the interests of the Beneficiaries Certificateholders, the Noteholders or any Enhancement Providers were utilized in selecting the Designated AccountsAccounts to be removed;
(viii) represent and warrant as that such removal will not result in a reduction or withdrawal of the Removal Date that the list rating of Removed Accounts delivered pursuant to clause (ii) above, as any outstanding Series or class of the Removal Commencement Date, is true and complete in all material respectsNotes by any applicable Rating Agency; and
(ix) on or before the related Removal Commencement Date, deliver to Buyer, the Indenture Trustee and any Enhancement Providers Provider an Officers' Officer's Certificate confirming the items set forth in clauses (vi), (vii) and (viii) above above.
(c) Subject to Section 2.6(b), and confirming that upon the Seller reasonably believes that the removal satisfaction of the conditions therein, on the Removal Date with respect to any such Designated Accounts, such Designated Accounts shall be deemed removed by operation of this Agreement for all purposes (a "Removed Accounts will not result Account"). After the Removal Date and upon the written request of the Servicer, WODFI shall deliver to World Omni a reassignment in substantially the occurrence form of an Early Amortization Event; Exhibit D (the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying"Reassignment").
Appears in 1 contract
Removal of Eligible Accounts. (a) On each Determination Date on which the Seller shall have the right to remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust in respect of the Accounts are being removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.7(b). The termination of an Account by a Dealer upon such Dealer's payment in full of the related Account shall not be a removal of such Account under this Section 2.7.
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust in respect of the Accounts being removed, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Removed Accounts");
) will occur (ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(vii) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) cease to transfer to the Buyer Defaulted Trust any and all Receivables and Collections of Non-Principal Receivables arising in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business DayRemoved Accounts;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures reasonably believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated AccountsAccounts to be removed;
(viiiv) represent satisfy the Rating Agency Condition with respect to such removal;
(vi) deliver to the Trustee, each Rating Agency, any Agent and warrant as of any Enhancement Providers a Tax Opinion, dated the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; andwith respect to such removal;
(ixvii) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (viiii) and through (viiiv) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and
(viii) on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects. No Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) Subject to Section 2.7(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed from the Trust for all purposes. After the Removal Date and upon the written request of the Servicer, the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment").
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the applicable Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section.
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the applicable Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the such Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures believed by the such Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;Accounts to be removed; and
(viiiv) represent and warrant on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as date of the Removal Commencement DateNotice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects; and.
(ixc) Subject to Section 2.6(b), on or before the related Removal Commencement DateDate with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer shall deliver to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming applicable Seller a reassignment in substantially the items set forth in clauses form of Exhibit C (vi) and (viii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying"Reassignment").
Appears in 1 contract
Sources: Receivables Contribution and Sale Agreement (Deutsche Floorplan Receivables L P)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing AgreementDate, the Buyer Transferor shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts, including all amounts then held by the Trust or thereafter received by the Trust in respect of the Accounts being removed, from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.7(b). The termination of an Account by a Dealer upon such Dealer's payment in full of the related Account shall not be a removal of such Account under this Section 2.7.
(b) To accept such offer and remove Accounts, including all amounts then held by the Seller Trust or thereafter received by the Trust in respect of the Accounts being removed, the Transferor (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Removed Accounts");
) will occur (ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(vii) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) cease to transfer to the Buyer Defaulted Trust any and all Receivables and Collections of Non-Principal Receivables arising in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business DayRemoved Accounts;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the SellerTransferor, cause an Early Amortization a Pay Out Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures reasonably believed by the Seller Transferor to be adverse to the interests of the Certificateholders or the Beneficiaries were utilized in selecting the Designated AccountsAccounts to be removed; (v) satisfy the Rating Agency Condition with respect to such removal;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; and
(ix) on or before the related Removal Commencement Date, deliver to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to purchase all (but not less than all) of the Investor Master Custodial Certificateholders' right, title and interest in or to all the Account Assets of one or more Accounts in consideration of an increase in the Master Custodial Certificateholders' Interests and remove Eligible such Accounts from the operation of this Agreement Schedule 1 in the manner prescribed in Section 2.06(b2.07(b).
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerCustodian, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which purchase and removal of the Receivables Account Assets of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables Account Assets of which are no longer to be removed from form part of the Trust and retransferred Purchased Property (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and deliver as of such Removal Commencement Date a list of the Designated Accounts and the related Designated Balance for each to the Custodian and amend Schedule 1 on the Removal Date by delivering to the Buyer Custodian, a computer file or file, microfiche or written list containing a true and complete list of the Removed Accounts specifying the account number for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer Transfer to the Buyer Custodian any and all Receivables Account Assets arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant to the Custodian that the removal of any such Eligible Account Accounts on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiv) represent and warrant to the Custodian that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries Custodian, the Investor Master Custodial Certificateholders or Enhancement Providers were utilized in selecting the Designated Accounts;
(viiivi) represent and warrant to the Custodian as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, above is true and complete in all material respects;
(vii) represent and warrant to the Custodian that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series Securities by the applicable Rating Agency;
(viii) deliver to the Custodian, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Commencement Date, with respect to such removal; and
(ix) on or before the related Removal Commencement Date, deliver to Buyerthe Custodian, the Trustee any Agent and any Enhancement Providers an Officers' Officer's Certificate confirming the items set forth in clauses (viiv) and through (viiivii) above and confirming that above; the Seller reasonably believes that the removal of the Removed Accounts will not result Custodian, in the occurrence absence of an Early Amortization Event; knowledge to the Buyer contrary, may conclusively rely on such officers' Officer's Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series Securities by the applicable Rating Agency.
(c) All Account Assets arising in such Designated Accounts prior to the Removal Commencement Date shall continue to be Purchased Property from and after the Removal Commencement Date. On or after the date upon which the aggregate amount of Principal Receivables which constitute Account Assets in such Designated Accounts shall be zero (the "Removal Date"), upon the written request of the Servicer, the Custodian shall execute and deliver to the Seller a reassignment in substantially the form of Exhibit E (the "Reassignment") with respect to such Designated Accounts which thereupon shall be deemed to be removed from the Purchased Property for all purposes (a "Removed Account").
Appears in 1 contract
Sources: Master Custodial and Servicing Agreement (Chrysler Financial Corp)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.7(b). The termination of an Account by a Dealer upon such Dealer's payment in full of the Receivables in the related Account shall not be a removal of such Account for purposes of this Section 2.7.
(b) To accept such offer and remove Eligible Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") Notice specifying the Removal Date, which shall be a Determination Date (which may be the a Determination Date on which such notice Removal Notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Removed Accounts")) shall occur;
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Removed Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures reasonably believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated AccountsAccounts to be removed;
(viiiv) represent cause the Rating Agency Condition to be satisfied with respect to such removal;
(vi) deliver to the Trustee, each Rating Agency, any Agent and warrant as of any Enhancement Providers a Tax Opinion, dated the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; andwith respect to such removal;
(ixvii) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (viiii) and through (viiiv) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will shall not result in the occurrence of an Early Amortization Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and
(viii) on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects and such Removed Accounts shall be deemed to have been removed from the list of Accounts maintained by the Trustee. No Accounts shall be so removed if such removal shall result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (CDF Funding, Inc.)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b).
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; and
(ix) on or before the related Removal Commencement Date, deliver to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b).
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and Balance")and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; and
(ix) on or before the related Removal Commencement Date, deliver to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.
(c) Subject to Section 2.06(b), on the Removal Date with respect to any such Designated Account, the Seller shall cease to allocate any Collections therefrom in accordance with Section 2.06(b) and such Designated Account shall be deemed removed by operation of this Agreement for all purposes (a "Removed Account"). After the Removal Date and upon the written request of the Servicer, the Buyer shall deliver to the Seller a reassignment in substantially the form of Exhibit D (the "Reassignment").
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Carco Auto Loan Master Trust)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 2.7 of the Pooling Trust Sale and Servicing Agreement, the Buyer WODFI shall be deemed to have offered to the Seller World Omni automatically and without notice to or action by or on behalf of the BuyerWODFI, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b2.6(b).
(b) To accept such offer and remove Accounts, including all amounts then held by the Seller Trust or thereafter received by the Trust with respect to such Accounts, World Omni (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerWODFI, the Owner Trustee, the Indenture Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Designated Accounts") will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate principal balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance);
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer WODFI any and all Receivables arising in such Designated Accounts;
(iv) from and after such the Removal Commencement Date, allocate all Principal Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such the Designated Account, until the Determination Date on which the Designated Balance with respect to such in the Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day business day from and after such the Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables Trust (to be further allocated pursuant to the Trust Sale and Collections of Servicing Agreement), Non-Principal Receivables Collections in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Account for Receivables in all Designated Accounts sold transferred to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day Trust and (B) to the Seller, Transferor the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables Collections in all such the Designated Accounts on such Business DayAccounts;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the SellerWorld Omni, cause an Early Amortization Event or Investment Event to occur or cause the Pool Balance to be less than the Required Participation AmountPool Balance;
(vii) represent and warrant that no selection procedures believed by the Seller World Omni to be adverse to the interests of the Beneficiaries Certificateholders, the Noteholders or any Enhancement Providers were utilized in selecting the Designated AccountsAccounts to be removed;
(viii) represent and warrant as that the removal will not result in a reduction or withdrawal of the Removal Date that the list rating of Removed Accounts delivered pursuant to clause (ii) above, as any outstanding Series or class of the Removal Commencement Date, is true and complete in all material respectsNotes; and
(ix) on or before the related Removal Commencement Date, deliver to Buyer, the Indenture Trustee and any Enhancement Providers Provider an Officers' Officer's Certificate confirming the items set forth in clauses (vi), (vii) and (viii) above above.
(c) Subject to Section 2.6(b), and confirming that upon the Seller reasonably believes that the removal satisfaction of the conditions therein, on the Removal Date with respect to any such Designated Accounts, such Designated Accounts shall be deemed removed by operation of this Agreement for all purposes (a "Removed Accounts will not result Account"). After the Removal Date and upon the written request of the Servicer, WODFI shall deliver to World Omni a reassignment in substantially the occurrence form of an Early Amortization Event; Exhibit D (the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying"Reassignment").
Appears in 1 contract
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to remove Eligible Accounts from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.07(b). In addition, on each Determination Date the Seller shall have the right to remove Accounts from the Trust and, in connection therewith, repurchase the then-existing Receivables in such Accounts, in the manner prescribed in Section 2.07(c). In addition, on each Determination Date the Seller shall have the right to remove DTS Accounts in the manner prescribed in Section 2.07(f). None of the Receivables that have been removed from the Trust shall be sold or otherwise transferred to DCFS, and DCFS agrees that, notwithstanding anything to the contrary in the Receivables Purchase Agreement, it will not purchase or otherwise acquire such Receivables. For the avoidance of doubt, the Seller shall not remove Accounts from the Trust more often than once a month.
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrust, the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer Trust on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Redemption Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries Trust, the Noteholders or any Enhancement Providers were utilized in selecting the Designated Accounts and that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects;
(ix) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(x) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Commencement Date, with respect to such removal; and
(ixxi) on or before the related Removal Commencement Date, deliver to Buyerthe Trust, the Trustee Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and through (viiiix) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Redemption Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) To remove Accounts and repurchase the then-existing Receivables in such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal and Repurchase Date (the "Removal and Repurchase Notice Date"), furnish to the Trust, the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a Removal Notice specifying the Designated Accounts which are to be removed, and the then-existing Receivables in such Designated Accounts (the "Designated Receivables") which are to be repurchased, from the Trust and the Determination Date (which may be the Determination Date on which such notice is given) on which the removal of such Designated Accounts and the repurchase of such Designated Receivables will occur (a "Removal and Repurchase Date");
(ii) on the Removal and Repurchase Date with respect to such Designated Accounts, amend Schedule 1 by delivering to the Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal and Repurchase Notice Date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) on the Removal and Repurchase Date, deposit into the Collection Account funds in an amount equal to the aggregate outstanding balance of the Repurchased Receivables on such date (the "Repurchased Receivables Purchase Price"), which funds, notwithstanding anything in this Agreement to the contrary, will not be released from the Collection Account other than pursuant to Section 4.05 of this Agreement;
(iv) represent and warrant that the removal of any such Eligible Account and the repurchase of the Receivables then-existing in such Account on any Removal and Repurchase Date shall not, in the reasonable belief of the Seller, cause an Early Redemption Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(v) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or any Enhancement Providers were utilized in selecting the Designated Accounts; further, represent and warrant that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(vi) represent and warrant as of the Removal and Repurchase Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal and Repurchase Date, is true and complete in all material respects;
(vii) represent and warrant that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(viii) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal and Repurchase Date, with respect to such removal and repurchase; and
(ix) on or before the related Removal and Repurchase Date, deliver to the Trust, the Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (iv) through (vii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts and the repurchase of the Repurchased Receivables will not result in the occurrence of an Early Redemption Event; the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed and no Designated Receivables shall be so repurchased unless each Rating Agency shall have notified the Seller, the Servicer, the Trust and the Trustee in writing that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by such Rating Agency.
(d) In the case of any removal of a Designated Account pursuant to Section 2.07(b), subject to such Section 2.07(b), on the Removal Date with respect to any such Designated Account, the Seller shall cease to allocate any Collections therefrom in accordance with Section 2.07(b) and such Designated Account shall be deemed removed from the Trust for all purposes (a "Removed Account"). Within five Business Days after the Removal Date, the Trust and the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment"), together with appropriate UCC financing statements.
(e) In the case of any removal of Designated Accounts and repurchase of Designated Receivables pursuant to Section 2.07(c), subject to such Section 2.07(c), on the Removal and Repurchase Date with respect to any such Designated Account and Designated Receivables, such Designated Account shall be deemed removed, and such Designated Receivables ("Repurchased Receivables") shall be deemed repurchased, from the Trust for all purposes and the Trustee shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, effective as of the Removal and Repurchase Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Repurchased Receivables, all moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. Within five Business Days after the Removal and Repurchase Date, the Trust and the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(f) To remove Accounts in respect of which the related Dealer is in Dealer Trouble Status (each, a "DTS Account"), the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) determine on the Business Day on which each such Dealer is placed in Dealer Trouble Status (the "DTS Removal Commencement Date") the aggregate balance of Principal Receivables in each such DTS Account (the "DTS Designated Balance") and amend Schedule 1 by delivering to the Trust and the Trustee a computer file or microfiche or written list containing for each such DTS Account, as of the DTS Removal Commencement Date for such Account, its account number, the aggregate amount of Receivables outstanding in such DTS Account and the DTS Designated Balance;
(ii) from and after such DTS Removal Commencement Date, cease to transfer to the Trust any and all Receivables arising in such DTS Account;
(iii) from and after each such DTS Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such DTS Account, first, to the oldest outstanding principal balance of such DTS Account, until the Determination Date on which the DTS Balance with respect to such Designated Account is reduced to zero (the "DTS Removal Date");
(iv) on each Business Day from and after such DTS Removal Commencement Date to and until the related DTS Removal Date, allocate (A) to the Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each DTS Account, based on the ratio of the aggregate amount of Principal Receivables in all DTS Accounts sold to the Trust on such Business Day to the total aggregate amount of Principal Receivables in all such DTS Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(v) represent and warrant as of the DTS Removal Date that the DTS Accounts specified in clause (i) above and the DTS Designated Balances of such DTS Accounts, as of the DTS Removal Commencement Date, is true and complete in all material respects;
(vi) the Seller shall have delivered to the Trust, the Trustee, each Rating Agency and any Enhancement Providers an Officers' Certificate, dated the Automatic Removal Date, to the effect that the Seller reasonably believes that such removal will not cause an Early Redemption Event to occur with respect to any Series; and
(vii) deliver to the Trust, the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the DTS Removal Commencement Date, with respect to such removal. In the case of any removal of a DTS Account, on the DTS Removal Date with respect to any such DTS Account, the Seller shall cease to allocate any Collections therefrom in accordance with this Section 2.07(f) and such DTS Account shall be deemed removed from the Trust for all purposes (also a "Removed Account"). Within five Business Days after the DTS Removal Date, the Trust and the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(g) Notwithstanding anything in this Agreement to the contrary, the Seller shall have the right to require the reassignment to it 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 with respect thereto and all proceeds thereof in or with respect to the Accounts ("Automatic Removed Accounts") designated by the Seller, upon satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the date upon which such Accounts are to be removed, the Seller shall have given the Trust, the Trustee, each Enhancement Provider and the Rating Agencies a Removal Notice specifying the date for removal of the Automatic Removed Accounts (the "Automatic Removal Date");
(ii) on or prior to the date that is five Business Days after the Automatic Removal Date, the Seller shall have delivered to the Trust and the Trustee a computer file or microfiche or written list containing a true and complete list of the Automatic Removed Accounts specifying for each such Account, as of the removal notice date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) the Seller shall have represented and warranted as of each Automatic Removal Date that the list of Automatic Removed Accounts delivered pursuant to clause (ii) above, as of the Automatic Removal Date, is true and complete in all material respects and that the selection procedures for selecting the Automatic Removed Accounts were applied so as to randomly select the Automatic Removed Accounts from the entire population of Accounts;
(iv) the Trustee shall have received confirmation from each Rating Agency that such removal will not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Series or Class of Certificates;
(v) the Seller shall have delivered to the Trust, the Trustee, each Rating Agency and any Enhancement Providers an Officers' Certificate, dated the Auto
Appears in 1 contract
Sources: Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.06(b).
(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the Seller (or the Master Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removal Accounts") will commence occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Removal Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts;Accounts to be removed; and
(viiiv) represent and warrant on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removal Accounts that were removed on the Removal Date, specifying for each Removal Accounts as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as date of the Removal Commencement DateNotice its number, the aggregate amount outstanding in such Removal Accounts and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removal Accounts is true and complete in all material respects; and.
(ixc) Subject to Section 2.06(b), on or before the related Removal Commencement DateDate with respect to any such Removal Accounts, such Removal Accounts shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Master Servicer, the Buyer shall deliver to Buyer, the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and (viii) above and confirming that the Seller reasonably believes that a reassignment in substantially the removal form of Exhibit D (the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer may conclusively rely on such officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying"Reassignment").
Appears in 1 contract
Sources: Receivables Purchase Agreement (Ford Credit Auto Receivables LLC)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing AgreementDate, the Buyer Transferor shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts, including all amounts then held by the Trust or thereafter received by the Trust in respect of the Accounts being removed, from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.7(b). The termination of an Account by a Dealer upon such Dealer's payment in full of the related Account shall not be a removal of such Account under this Section 2.7.
(b) To accept such offer and remove Accounts, including all amounts then held by the Seller Trust or thereafter received by the Trust in respect of the Accounts being removed, the Transferor (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Removed Accounts");
) will occur (ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(vii) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) cease to transfer to the Buyer Defaulted Trust any and all Receivables and Collections of Non-Principal Receivables arising in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business DayRemoved Accounts;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the SellerTransferor, (w) cause an Early Amortization a Pay Out Event to occur or occur, (x) cause the Pool Balance Transfere Interest, calculated as a percentage of the aggregate amount of Principal Receivables, to be less than the Required Participation AmountMinimum Transferor Interest on such removal Date, (y) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables or (z) result in the failure to make any payment specified in a Supplement for any Series;
(viiiv) represent and warrant that no selection procedures reasonably believed by the Seller Transferor to be adverse to the interests of the Certificateholders or the Beneficiaries were utilized in selecting the Designated AccountsAccounts to be removed;
(viiiv) represent satisfy the Rating Agency Condition with respect to such removal;
(vi) deliver to the Trustee, each Rating Agency, any Agent and warrant as of any Enhancement Providers a Tax Opinion, dated the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects; andwith respect to such removal;
(ixvii) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Officer's Certificate confirming the items set forth in clauses (viiii) and through (viiiv) above and confirming that the Seller Transferor reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization a Pay Out Event; the Buyer Trustee may conclusively rely on such officers' Officer's Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and
(viii) on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects. No Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) Subject to Section 2.7(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed from the Trust for all purposes. After the Removal Date and upon the written request of the Servicer, the Trustee shall deliver to the Transferor a reassignment in substantially the form of Exhibit F (the "Reassignment").
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Green Tree Financial Corp)
Removal of Eligible Accounts. (a) On each Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, shall have the right to remove Eligible Accounts from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.07(b). In addition, on each Determination Date the Seller shall have the right to remove Accounts from the Trust and, in connection therewith, repurchase the then-existing Receivables in such Accounts, in the manner prescribed in Section 2.07(c). In addition, on each Determination Date the Seller shall have the right to remove DTS Accounts in the manner prescribed in Section 2.07(f). None of the Receivables that have been removed from the Trust shall be sold or otherwise transferred to DCS, and DCS agrees that, notwithstanding anything to the contrary in the Receivables Purchase Ageement, it will not purchase or otherwise acquire such Receivables. For the avoidance of doubt, the Seller shall not remove Accounts from the Trust more often than once a month.
(b) To accept such offer and remove Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will commence (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer Trust on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(vi) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(vii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts and that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(viii) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Commencement Date, is true and complete in all material respects;
(ix) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(x) deliver to the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Commencement Date, with respect to such removal; and
(ixxi) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (vi) and through (viiiix) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts will not result in the occurrence of an Early Amortization Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed if such removal will result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.
(c) To remove Accounts and repurchase the then-existing Receivables in such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal and Repurchase Date (the "Removal and Repurchase Notice Date"), furnish to the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a Removal Notice specifying the Designated Accounts which are to be removed, and the then-existing Receivables in such Designated Accounts (the "Designated Receivables") which are to be repurchased, from the Trust and the Determination Date (which may be the Determination Date on which such notice is given) on which the removal of such Designated Accounts and the repurchase of such Designated Receivables will occur (a "Removal and Repurchase Date");
(ii) on the Removal and Repurchase Date with respect to such Designated Accounts, amend Schedule 1 by delivering to the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal and Repurchase Notice Date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) on the Removal and Repurchase Date, deposit into the Collection Account funds in an amount equal to the aggregate outstanding balance of the Repurchased Receivables on such date (the "Repurchased Receivables Purchase Price"), which funds, notwithstanding anything in this Agreement to the contrary, will not be released from the Collection Account other than pursuant to Section 4.03(f) of this Agreement;
(iv) represent and warrant that the removal of any such Eligible Account and the repurchase of the Receivables then-existing in such Account on any Removal and Repurchase Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(v) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated Accounts; further, represent and warrant that the selection procedures were applied so as to randomly select the Designated Accounts from the entire population of Accounts;
(vi) represent and warrant as of the Removal and Repurchase Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal and Repurchase Date, is true and complete in all material respects;
(vii) represent and warrant that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency;
(viii) deliver to the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal and Repurchase Date, with respect to such removal and repurchase; and
(ix) on or before the related Removal and Repurchase Date, deliver to the Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (iv) through (vii) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts and the repurchase of the Repurchased Receivables will not result in the occurrence of an Early Amortization Event; the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. No Designated Accounts shall be so removed and no Designated Receivables shall be so repurchased unless each Rating Agency shall have notified the Seller, the Servicer and the Trustee in writing that such removal and repurchase will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by such Rating Agency.
(d) In the case of any removal of a Designated Account pursuant to Section 2.07(b), subject to such Section 2.07(b), on the Removal Date with respect to any such Designated Account, the Seller shall cease to allocate any Collections therefrom in accordance with Section 2.07(b) and such Designated Account shall be deemed removed from the Trust for all purposes (a "Removed Account"). Within five Business Days after the Removal Date, the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment"), together with appropriate UCC financing statements.
(e) In the case of any removal of Designated Accounts and repurchase of Designated Receivables pursuant to Section 2.07(c), subject to such Section 2.07(c), on the Removal and Repurchase Date with respect to any such Designated Account and Designated Receivables, such Designated Account shall be deemed removed, and such Designated Receivables ("Repurchased Receivables") shall be deemed repurchased, from the Trust for all purposes and the Trustee shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, effective as of the Removal and Repurchase Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Repurchased Receivables, all moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. Within five Business Days after the Removal and Repurchase Date, the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(f) To remove Accounts in respect of which the related Dealer is in Dealer Trouble Status (each, a "DTS Account"), the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:
(i) determine on the Business Day on which each such Dealer is placed in Dealer Trouble Status (the "DTS Removal Commencement Date") the aggregate balance of Principal Receivables in each such DTS Account (the "DTS Designated Balance") and amend Schedule 1 by delivering to the Trustee a computer file or microfiche or written list containing for each such DTS Account, as of the DTS Removal Commencement Date for such Account, its account number, the aggregate amount of Receivables outstanding in such DTS Account and the DTS Designated Balance;
(ii) from and after such DTS Removal Commencement Date, cease to transfer to the Trust any and all Receivables arising in such DTS Account;
(iii) from and after each such DTS Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each such DTS Account, first, to the oldest outstanding principal balance of such DTS Account, until the Determination Date on which the DTS Balance with respect to such Designated Account is reduced to zero (the "DTS Removal Date");
(iv) on each Business Day from and after such DTS Removal Commencement Date to and until the related DTS Removal Date, allocate (A) to the Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each DTS Account, based on the ratio of the aggregate amount of Principal Receivables in all DTS Accounts sold to the Trust on such Business Day to the total aggregate amount of Principal Receivables in all such DTS Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(v) represent and warrant as of the DTS Removal Date that the DTS Accounts specified in clause (i) above and the DTS Designated Balances of such DTS Accounts, as of the DTS Removal Commencement Date, is true and complete in all material respects;
(vi) the Seller shall have delivered to the Trustee, each Rating Agency and any Enhancement Providers an officers' certificate, dated the Automatic Removal Date, to the effect that the Seller reasonably believes that such removal will not cause an early amortization event to occur with respect to any Series; and
(vii) deliver to the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the DTS Removal Commencement Date, with respect to such removal. In the case of any removal of a DTS Account, on the DTS Removal Date with respect to any such DTS Account, the Seller shall cease to allocate any Collections therefrom in accordance with this Section 2.07(f) and such DTS Account shall be deemed removed from the Trust for all purposes (also a "Removed Account"). Within five Business Days after the DTS Removal Date, the Trustee shall execute and deliver (but shall have no duty to prepare) to the Seller a Reassignment, together with appropriate UCC financing statements.
(g) Notwithstanding anything in this Agreement to the contrary, the Seller shall have the right to require the reassignment to it 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 with respect thereto and all proceeds thereof in or with respect to the Accounts ("Automatic Removed Accounts") designated by the Seller, upon satisfaction of the following conditions:
(i) on or before the fifth business day immediately preceding the date upon which such Accounts are to be removed, the Seller shall have given the Trust, each Enhancement Provider and the Rating Agencies a Removal Notice specifying the date for removal of the Automatic Removed Accounts (the "Automatic Removal Date");
(ii) on or prior to the date that is five Business Days after the Automatic Removal Date, the Seller shall have delivered to the Trustee a computer file or microfiche or written list containing a true and complete list of the Automatic Removed Accounts specifying for each such Account, as of the removal notice date, its account number and the aggregate amount of Receivables outstanding in such Account;
(iii) the Seller shall have represented and warranted as of each Automatic Removal Date that the list of Automatic Removed Accounts delivered pursuant to clause (ii) above, as of the Automatic Removal Date, is true and complete in all material respects and that the selection procedures for selecting the Automatic Removed Accounts were applied so as to randomly select the Automatic Removed Accounts from the entire population of Accounts;
(iv) the Trustee shall have received confirmation from each Rating Agency that such removal will not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Series or Class of Certificates;
(v) the Seller shall have delivered to the Trustee, each Rating Agency and any Enhancement Providers an officers' certificate, dated the Automatic Removal Date, to the effect that the Seller reasonably believes that such removal will not cause an early amortization event (including an Early Termination Event) to occur with respect to any Series or cause the Pool Balance to be less than the Required Participation Amount; and
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
Removal of Eligible Accounts. (a) On each ------------------------------ Determination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of the Pooling and Servicing Agreement, the Buyer Transferor shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts, including all amounts then held by the Trust or thereafter received by the Trust in respect of the Accounts being removed, from the operation of this Agreement Trust in the manner prescribed in Section 2.06(b2.07(b).
(b) To accept such offer and remove Accounts, including all amounts then held by the Seller Trust or thereafter received by the Trust in respect of the Accounts being removed, the Transferor (or the Master Servicer on its behalf) shall take the following actions and make the following determinations:
(i) not less than five Business Days prior to the Removal Commencement Date, furnish to the BuyerTrustee, the Trusteeany Agent, any Enhancement Providers and the Rating Agencies a written notice (the "Removal ------- Notice") specifying the Determination Date (which may be the ------ Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removal Accounts") will commence ----------------- occur (a "Removal Commencement Date") and the Accounts the future generated Receivables of which are to be removed from the Trust and retransferred (the "Designated Accounts");; -------------------------
(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each such Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;
(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer Trust any and all Receivables arising in such Designated Removal Accounts;
(iv) from and after such Removal Commencement Date, allocate all Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Determination Date on which the Designated Balance with respect to such Designated Account is reduced to zero (the "Removal Date");
(v) on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day;
(viiii) represent and warrant that the removal of any such Eligible Account on any Removal Commencement Date shall not, in the reasonable belief of the SellerTransferor, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;
(viiiv) represent and warrant that no selection procedures reasonably believed by the Seller Transferor to be adverse to the interests of the Beneficiaries were utilized in selecting the Designated AccountsAccounts to be removed;
(viiiv) represent and warrant as of the Removal Date that the list of Removed Accounts delivered pursuant Rating Agency Condition shall have been satisfied with respect to clause such removal;
(iivi) abovedeliver to the Trustee, as of each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Commencement Date, is true and complete in all material respects; andwith respect to such removal;
(ixvii) on or before the related Removal Commencement Date, deliver to Buyerthe Trustee, the Trustee any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (viiii) and through (viiiv) above and confirming that the Seller Transferor reasonably believes that the removal of the Removed Removal Accounts will not result in the occurrence of an Early Amortization Event; the Buyer Trustee may conclusively rely on such officersOfficers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and
(viii) on or before the fifth Business Day after the Removal Commencement Date, furnish to the Trustee a computer file, microfiche list or other list of the Removal Accounts that were removed on the Removal Commencement Date, specifying for each Removal Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removal Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removal Accounts is true and complete in all material respects. No Accounts shall be so removed unless the Rating Agency Condition shall have been satisfied with respect to such removal.
(c) Any Principal Receivables arising in a Removal Account after the Removal Commencement Date shall be the subject of the Reassignment referred to in Section 2.07(d) and shall therefore not be included in the Trust, and Collections in respect of the Receivables in such Eligible Account shall be allocated as follows:
(i) Principal Collections shall be allocated first to the oldest outstanding principal balance of such Receivables and (ii) Defaulted Receivables and Non-Principal Collections in respect of such Eligible Account shall be allocated to the Trust on the basis of the ratio of the Principal Receivables owned by the Trust in such Ineligible Account on the related Business Day to the total amount of Principal Receivables in such Ineligible Account on such Business Day, and the remainder of such Principal Collections, Defaulted Receivables and Non-Principal Collections shall be allocated to the Transferor.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Ford Credit Auto Receivables LLC)