Common use of Discount Option Clause in Contracts

Discount Option. (a) The Transferor shall have the option to designate at any time a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “Discount Percentage”), of the amount of Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables (“Discount Option Receivables”). The Transferor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor shall provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) shall become effective on the date designated therein only if (i) the Transferor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor stating that the Transferor reasonably believes that such designation (or reduction or withdrawal) will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series, (ii) the Transferor shall have received written notice from each Rating Agency that such designation (or reduction or withdrawal) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the Transferor.

Discount Option. (a) The Transferor shall have the option to designate at any time and from time to time a percentagepercentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the “"Discount Percentage”"), of the amount all or any specified portion of Principal Receivables arising in the Accounts on or created after the date such designation becomes effective that would otherwise constitute Principal Receivables Discount Option Date to be treated as Finance Charge Receivables (“"Discount Option Receivables”"). The Transferor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor shall provide to the ServicerDiscount Option Date; provided, the Trusteehowever, any Series Enhancer and each Rating Agency thirty (30) days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) withdrawal shall become effective on the date designated therein occur only if (i) the Transferor shall have delivered delivers to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor stating that the Transferor reasonably believes that such designation (or reduction or withdrawal) will notand, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur in connection with respect to any certain Series, (ii) the Transferor shall have received written notice from each Rating Agency that such designation (or reduction or withdrawal) will not have applicable Series Enhancers, a Ratings Effect and shall have delivered copies certificate of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor authorized representative to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal shall would not have adverse regulatory or other accounting implications for the Transferor.. The Transferor shall provide to the Servicer, the Trustee and any Rating Agency 30 days' prior written notice of the Discount Option Date, and such designation shall become effective on the Discount Option Date only if (a) the Transferor has delivered to the Trustee and any such Series Enhancer a certificate of an authorized representative to the effect that, based on the facts known to such representative at the time, the Transferor reasonably believes that such designation or reduction or withdrawal will not at the time of its occurrence cause a Pay Out Event or Reinvestment Event or an event that, with notice or the lapse of time or both, would constitute a Pay Out Event or Reinvestment Event, to occur with respect to any Series and (b) the Transferor has received written notice from the Rating Agency that such designation, reduction or withdrawal will satisfy the Rating Agency Condition . (b) After the Discount Option Date, Discount Option Receivable Collections shall be treated as Collections of Finance Charge Receivables. Section 2.13

Discount Option. (a) The Transferor Depositor shall have the option to designate at any time a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “"Discount Percentage”"), of the amount of Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables (“"Discount Option Receivables”"). The Transferor Depositor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor Depositor shall provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) 30 days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) shall become effective on the date designated therein only if (i) the Transferor Depositor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor Depositor stating that the Transferor Depositor reasonably believes that such designation (or reduction or withdrawal) will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event (or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event Event) to occur with respect to any Series, (ii) the Transferor Depositor shall have received written notice from each Rating Agency that such designation (or reduction or withdrawal) will not have a Ratings Effect satisfy the Rating Agency Condition and shall have delivered copies of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor Depositor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor to the effect that, in the reasonable belief of the TransferorDepositor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the TransferorDepositor.

Discount Option. (a) The Transferor Depositor shall have the option to designate at any time a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “"Discount Percentage”"), of the amount of Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables (“"Discount Option Receivables”"). The Transferor Depositor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor Depositor shall provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) 30 days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) shall become effective on the date designated therein only if (i) the Transferor Depositor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor Depositor stating that the Transferor Depositor reasonably believes that such designation (or reduction or withdrawal) will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series, (ii) the Transferor Depositor shall have received written notice from form each Rating Agency that such designation (or reduction or withdrawal) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor Depositor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor to the effect that, in the reasonable belief of the TransferorDepositor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the TransferorDepositor.

Discount Option. (a) The Transferor Sellers shall have the option to designate at any time a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “"Discount Percentage”"), of the amount of Receivables arising in the ------------------- Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables (“"Discount Option Receivables”"). The Transferor Sellers shall also have --------------------------- the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor Sellers shall provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) shall become effective on the date designated therein only if (i) the Transferor each Seller shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor such Seller stating that the Transferor such Seller reasonably believes that such designation (or reduction or withdrawal) will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series, (ii) the Transferor Sellers shall have received written notice from each Rating Agency that such designation (or reduction or withdrawal) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor each Seller shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor to the effect that, in the reasonable belief of the Transferorsuch Seller, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the Transferorsuch Seller.

Discount Option. (a) The Transferor shall have the option to designate may at any time time, upon at least 30 days' prior written notice to Servicer, Trustee, each Credit Enhancement Provider and each Rating Agency, designate a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “"Discount Percentage”"), of the amount of Principal Receivables (determined before subtracting Discount Option Receivables) arising in all of the Accounts on and after such designation (and, if so elected by Transferor, Principal Receivables then existing), or for the period specified, to be treated as Discount Option Receivables (collectively, "Discount Option Receivables"), and Transferor may from time to time increase, reduce or eliminate the Discount Percentage for Discount Option Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables (“Discount Option Receivables”). The Transferor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date of such change; provided that no such designation becomes effective. The Transferor shall provide or changes to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) Discount Percentage shall become effective on unless the date designated therein only if following conditions have been satisfied: (i) the Transferor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate designation of Discount Option Receivables (or increase, reduction or elimination of the Transferor stating that the Transferor reasonably believes that such designation (or reduction or withdrawalDiscount Percentage) will shall not, based on in the facts known to such officer at the time reasonable belief of such certificationTransferor, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur or cause an event which with respect to any Series, notice or the lapse of time or both would constitute a Pay Out Event; (ii) on or before the date specified in the written notice, Transferor shall have received written notice from notified each Rating Agency that such designation (or reduction or withdrawal) will not have a Ratings Effect of the exercise of Transferor's rights under this Section 2.8 and the Rating Agency Condition shall have delivered copies of each such written notice to the Servicer and the Trustee been satisfied; and (iii) in the case of a reduction or withdrawal, the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of confirming the Transferor items set forth in clauses (i) and (ii). Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the effect that, matters set forth therein and shall incur no liability in the reasonable belief of the Transferor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the Transferor.so relying. SECTION 2.9

Discount Option. (a) The For each Program Partner, Transferor shall have the option (subject to the limitations described below) to designate at any time a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “Discount Percentage”), ) of the amount of all Principal Receivables arising existing in all the Accounts on or after the date related to such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables Program Partner (“Discount Option Receivables”). The Transferor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and may from time to timetime increase, on and after reduce or eliminate (subject to the date limitations described below) the Discount Percentage related to such designation becomes effectiveProgram Partner. The All Discount Option Receivables Collections for any Date of Processing shall be treated as Finance Charge Collections. Transferor shall provide written notice to the Servicer, the Trustee, any Series Enhancer Buyer and each Rating Agency thirty (30) days prior written of any initial designation, increase, reduction or elimination, and such initial designation, increase, reduction or elimination shall become effective as of the first day of the Monthly Period preceding the Monthly Period in which Transferor delivers notice of such designation (or initial designation, increase, reduction or withdrawal), and such designation (or reduction or withdrawal) shall become effective on the date designated therein only elimination if (i) the Transferor shall have has delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement Buyer an Officer’s Certificate of to the Transferor stating that the Transferor reasonably believes that such designation (or reduction or withdrawal) will noteffect that, based on the facts known to such officer at the time, Transferor reasonably believes that such initial designation, increase, reduction or elimination will not at the time of such certification, then its occurrence cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesan Adverse Effect, (ii) the Transferor shall have received written notice from each Rating Agency that Buyer consents to such designation (or designation, increase, reduction or withdrawal) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee elimination and (iii) Transferor has provided written notice to Servicer, Buyer and each Rating Agency of such initial designation, increase, reduction or elimination no later than ten (10) Business Days prior to the Payment Date related to such Monthly Period; provided, that if Transferor provides notice to Servicer, Buyer and each Rating Agency less than ten (10) Business Days prior to the Payment Date related to the prior Monthly Period, the Discount Percentage shall become effective as of the first day of the Monthly Period in which such notice is provided. If as a result of such designation, increase, reduction or elimination, the amount of Collections for any prior Dates of Processing during the Monthly Period would be greater than the amount of Collections as previously calculated, Buyer shall make a deposit in the case amount of a such difference to the Collection Account within two Business Days following the delivery of notice of such designation, increase, reduction or withdrawal, the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the Transferorelimination.

Discount Option. (a) The Transferor shall have the option to designate at any time a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “Discount Percentage”), of the amount of Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables (“Discount Option Receivables”). The Transferor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor shall provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) shall become effective on the date designated therein only if (i) the Transferor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor stating that the Transferor reasonably believes that such designation (or reduction or withdrawal) will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series, (ii) the Transferor shall have received written notice from each Rating Agency that such designation (or reduction or withdrawal) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the Transferor.and

Discount Option. (a) The Transferor Depositor shall have the --------------- option to designate at any time a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “"Discount Percentage”"), of the amount of Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables (“"Discount Option Receivables”"). The Transferor Depositor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor Depositor shall provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) 30 days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) shall become effective on the date designated therein only if (i) the Transferor Depositor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor Depositor stating that the Transferor Depositor reasonably believes that such designation (or reduction or withdrawal) will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series, (ii) the Transferor Depositor shall have received written notice from form each Rating Agency that such designation (or reduction or withdrawal) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor Depositor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor to the effect that, in the reasonable belief of the TransferorDepositor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the TransferorDepositor.

Discount Option. (a) The Transferor shall have the option to designate at any time a percentage, which may be a fixed percentage or a variable percentage based on a formula (the “"Discount Percentage”"), of the amount of Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables (“"Discount Option Receivables”"). The Transferor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor shall provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) days prior written notice of such designation (or reduction or withdrawal), and such designation (or reduction or withdrawal) shall become effective on the date designated therein only if (i) the Transferor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor stating that the Transferor reasonably believes that such designation (or reduction or withdrawal) will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series, (ii) the Transferor shall have received written notice from each Rating Agency that such designation (or reduction or withdrawal) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor shall have delivered to the Trustee an Officer’s 's Certificate of the Transferor to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the Transferor.

Discount Option. (a) The Transferor shall have the option to designate at any time and from time to time a percentagepercentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the “"Discount Percentage”"), of the amount all or any specified portion of Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Collections of Principal Receivables to be treated as Collections of Finance Charge and Administrative Receivables (“"Discount Option Receivables”Collections"). Subject to the conditions specified below, the Transferor may, without notice to or the consent of any Noteholder, from time to time, increase, reduce or eliminate the Discount Percentage for all or any specified portion of Collections of Principal Receivables on or after a specified date (each, a "Discount Option Date"). The Transferor shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after the date such designation becomes effective. The Transferor shall provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency thirty (30) days prior written notice of any such designation (or reduction or withdrawal)change in the Discount Percentage and the related Discount Option Date to the Servicer, the Owner Trustee, the Indenture Trustee and any Rating Agency and such designation (or reduction or withdrawal) change in the Discount Percentage shall become effective on the date designated therein only if such Discount Option Date (i) unless such designation in the Transferor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate reasonable belief of the Transferor stating that the Transferor reasonably believes that such designation (or reduction or withdrawal) will not, based on the facts known to such officer at the time of such certification, then would cause a Pay Out Event or Event of Default with respect to any Series to occur, or an event thatwhich, after the giving of with notice or the lapse of timetime or both, would constitute a Pay Out Event to occur or Event of Default with respect to any Series, Series and (ii) only if the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such designation (or reduction or withdrawal) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee and (iii) in the case of a reduction or withdrawal, the Transferor shall have delivered to the Trustee an Officer’s Certificate of the Transferor to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal shall not have adverse regulatory or other accounting implications for the Transferordesignation.