Common use of Class A-2 Notes Clause in Contracts

Class A-2 Notes. Subject to Sections 3.6(e) and (g) of this Series Supplement, the Master Issuer shall have the option to prepay the Outstanding Principal Amount of the Series 2022-1 Class A-2 Notes either (I) in whole on any Business Day and/or (II) in part on any Quarterly Payment Date or on any date a mandatory prepayment may be made and that is specified as the Series 2022-1 Prepayment Date in the applicable Prepayment Notices; provided that the Master Issuer shall not make any optional prepayment in part pursuant to this Section 3.6(f) in a principal amount for any single prepayment of less than $5 million on any Quarterly Payment Date (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2022-1 Class A-2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount of the portion of Series 2022-1 Class A-2 Notes to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Account that is allocable to the portion of Series 2022-1 Class A-2 Notes to be prepaid is sufficient to pay any Series 2022-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e) of this Series Supplement, in each case, payable on the relevant Series 2022-1 Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount of the portion of Series 2022-1 Class A-2 Notes to be prepaid is sufficient to pay the Class A-2 Quarterly Interest to but excluding the relevant Series 2022-1 Prepayment Date relating to the Outstanding Principal Amount of the portion of Series 2022-1 Class A- 2 Notes to be prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2022-1 Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Post-ARD Contingent Interest Account that is allocable to the Series 2022-1 Class A-2 Notes is sufficient to pay the Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest accrued through such Series 2022-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2022-1 Class A-2 Notes on the next Weekly Allocation Date or, in each case, such amounts have been deposited to the Series 2022-1 Class A-2 Distribution Account pursuant to Section 3.6(h) of this Series Supplement; and (iii) the Master Issuer shall reimburse the Manager for any unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate). The Master Issuer may prepay the Series 2022-1 Class A-2 Notes in full on any Business Day regardless of the number of prior optional prepayments or any minimum payment requirement.

Class A-2 Notes. Subject to Sections 3.6(e) and (g) of this Series Supplement, the Master Issuer Co-Issuers shall have the option to prepay the Outstanding Principal Amount of the Series 20222011-1 Class A-2 Notes either (I) in whole on any Business Day and/or (II) Day, or in part on any Quarterly Payment Date or on any date a mandatory prepayment may be made and that is Date, as specified as the Series 2022-1 Prepayment Date in the applicable Prepayment Notices; provided that prior to the Master Issuer Prepayment Calculation Date, the Co-Issuers shall not make any optional prepayment in part of any Series 2011-1 Class A-2 Notes pursuant to this Section 3.6(f) (x) more frequently than four (4) times in any annual period commencing with the annual period commencing on the Series 2011-1 Closing Date or (y) in a principal amount for any single prepayment of less than $5 million on any Quarterly Payment Date 5,000,000 (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2022-1 Class A-2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount of the portion of Series 2022-1 Class A-2 Notes to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Payments Account that is allocable to the portion of Series 20222011-1 Class A-2 Notes to be prepaid is sufficient to pay any the principal amount of the Series 20222011-1 Class A-2 Notes to be prepaid and the Series 2011-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e) of this Series Supplement), in each case, payable on the relevant Series 20222011-1 Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount of the portion of Series 20222011-1 Class A-2 Notes to be prepaid is sufficient to pay (A) the Series 2011-1 Class A-2 Quarterly Monthly Interest to but excluding Amounts through the relevant Series 20222011-1 Prepayment Date relating to the Outstanding Principal Amount of the portion of Series 20222011-1 Class A- 2 A-2 Notes to be prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2022-1 Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Series 2011-1 Class A-2 Post-ARD Contingent Interest Account that is allocable and (y) all Securitization Operating Expenses, to the extent attributable to the Series 20222011-1 Class A-2 Notes is sufficient to pay the Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest accrued through such Series 2022-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2022-1 Class A-2 Notes on the next Weekly Allocation Date or, in each case, such amounts have been deposited to the Series 2022-1 Class A-2 Distribution Account pursuant to Section 3.6(h) of this Series SupplementNotes; and (iii) the Master Issuer Co-Issuers shall reimburse the Manager Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Master Issuer may prepay the Series 2022-1 Class A-2 Notes in full on any Business Day regardless of the number of prior optional prepayments or any minimum payment requirement.

Class A-2 Notes. Subject to Sections Section 3.6(e) and (g) of this Series Supplement, the Master Issuer Co-Issuers shall have the option to prepay the Outstanding Principal Amount of the Series 20222015-1 Class A-2 Notes either (I) in whole full on any Business Day and/or (II) or in part on any Quarterly Payment Date Date, or on any date a mandatory prepayment may be made and that is specified as the Series 20222015-1 Prepayment Date in the applicable Prepayment Notices; provided provided, that the Master Issuer Co-Issuers shall not make any optional prepayment in part of any Series 2015-1 Class A-2 Notes pursuant to this Section 3.6(f) in a principal amount for any single prepayment of less than $5 million 5,000,000 on any Quarterly Payment Date (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2022-1 Class A-2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount of the portion of Series 2022-1 Class A-2 Notes to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Payments Account that is allocable to the portion of Series 20222015-1 Class A-2 Notes to be prepaid is sufficient to pay any the principal amount of the Series 20222015-1 Class A-2 Notes to be prepaid and the Series 2015-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e) of this Series Supplement), in each case, payable on the relevant Series 20222015-1 Prepayment Date; (ii) (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount of the portion of Series 20222015-1 Class A-2 Notes Outstanding Principal Amount to be prepaid is sufficient to pay (A) the Series 2015-1 Class A-2 Quarterly Interest to but excluding the relevant Series 20222015-1 Prepayment Date relating to the Series 2015-1 Class A-2 Outstanding Principal Amount of the portion of Series 2022-1 Class A- 2 Notes to be prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2022-1 Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Series 2015-1 Class A-2 Post-ARD Contingent Interest Account that is allocable and (y) all Securitization Operating Expenses, to the extent attributable to the Series 20222015-1 Class A-2 Notes is sufficient to pay the Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest accrued through such Series 2022-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2022-1 Class A-2 Notes on the next Weekly Allocation Date or, in each case, such amounts have been deposited to the Series 2022-1 Class A-2 Distribution Account pursuant to Section 3.6(h) of this Series SupplementNotes; and (iii) the Master Issuer Co-Issuers shall reimburse the Manager Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Master Issuer Co-Issuers may prepay the a Series 2022-1 Class A-2 of Notes in full on at any Business Day time regardless of the number of prior optional prepayments or any minimum payment requirement.

Class A-2 Notes. Subject to Sections Section 3.6(e) and (g) of this Series Supplement, the Master Issuer Co-Issuers shall have the option to prepay the Outstanding Principal Amount of the Series 20222017-1 Class A-2 Notes either (I) in whole full on any Business Day and/or (II) or in part on any Quarterly Payment Date Date, or on any date a mandatory prepayment may be made and that is specified as the Series 20222017-1 Prepayment Date in the applicable Prepayment Notices; provided provided, that the Master Issuer Co-Issuers shall not make any optional prepayment in part of any Series 2017-1 Class A-2 Notes pursuant to this Section 3.6(f) in a principal amount for any single prepayment of less than $5 million 5,000,000 on any Quarterly Payment Date (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount funds on deposit in the Senior Notes Principal Payments Account that are allocable to the Series 20222017-1 Class A-2 Distribution Account (including amounts Notes to be transferred from the Cash Trap Reserve Account) is prepaid are sufficient to pay the principal amount of the portion of Series 2022-1 Class A-2 Notes to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Account that is allocable to the portion of Series 20222017-1 Class A-2 Notes to be prepaid is sufficient to pay any and the Series 20222017-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e) of this Series Supplement), in each case, payable on the relevant Series 20222017-1 Prepayment Date; (ii) (A) the amount funds on deposit in the Senior Notes Interest Payment Account that is are allocable to the Outstanding Principal Amount of the portion of Series 20222017-1 Class A-2 Notes Outstanding Principal Amount to be prepaid is are sufficient to pay (A) the Series 2017-1 Class A-2 Quarterly Interest to but excluding the relevant Series 20222017-1 Prepayment Date relating to the Series 2017-1 Class A-2 Outstanding Principal Amount of the portion of Series 2022-1 Class A- 2 Notes to be prepaid (other than any Post-ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2022-1 Class A-2 Notes in whole, (x) the amount on deposit in the Senior Notes Series 2017-1 Class A-2 Post-ARD Contingent Interest Account that is allocable and (y) all Securitization Operating Expenses, to the extent attributable to the Series 20222017-1 Class A-2 Notes is sufficient to pay the Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest accrued through such Series 2022-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2022-1 Class A-2 Notes on the next Weekly Allocation Date or, in each case, such amounts have been deposited to the Series 2022-1 Class A-2 Distribution Account pursuant to Section 3.6(h) of this Series SupplementNotes; and (iii) the Master Issuer Co-Issuers shall reimburse the Manager Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Master Issuer Co-Issuers may prepay the a Series 2022-1 Class A-2 of Notes in full on at any Business Day time regardless of the number of prior optional prepayments or any minimum payment requirement.