Common use of Refinanced Optional Amortization Clause in Contracts

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 2022-VFN1 Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 2022-VFN1 Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 2022-VFN1 Notes to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, on the Refinancing Date in accordance with the terms of this Indenture Supplement and the Indenture.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222023-VFN1 Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222023-VFN1 Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222023-VFN1 Notes to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, on the Refinancing Date in accordance with the terms of this Indenture Supplement and the Indenture.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor the Seller may, with the consent of each affected Series 20222004-VFN1 NoteholderVFC Certificateholder, cause the Servicer to provide notice to the Indenture Trustee and all of the Series 20222004-VFN1 Noteholders VFC Certificateholders at least five three Business Days prior to any Business Day (the “"Refinancing Date”") stating its intention to cause the Series 2022-VFN1 Notes Class A Investor Interest and/or the Class B Investor Interest to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount Investor Interest, as applicable, to be conveyed to one or more Persons (who may be the Noteholders Holders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount Investor Interest (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount Investor Interest (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount Class A Investor Interest (or portion thereof that is being conveyed) through the Refinancing Date, plus (iv) if any part of the Investor Interest attributable to the Class B Investor Interest is being conveyed, any accrued and unpaid Class B Non-Use Fees and Class B Additional Amounts in respect of the Class B Investor Interest (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, applicable Series 2004-VFC Holders on the Refinancing Date in accordance with the terms of this Indenture Supplement and the IndentureAgreement, except that any portion of such purchase price may be applied to reduce the Class B Investor Interest if and only to the extent that (i) the Specified Enhancement Amount, after giving effect to such conveyance, other applications of the purchase price, and any concurrent reduction in the Class A Funded Amount, shall not be less than the Required Enhancement Amount and (ii) the Available Series Cash Collateral Amount, after giving effect to any deposits or withdrawals therefrom, shall not be less than the Required CCA Floor Amount).

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222009-VFN1 VFN Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222009-VFN1 VFN Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222009-VFN1 VFN Notes to be prepaid in full or in part on the Refinancing Date by causing the all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, applicable Series 2009-VFN Noteholders on the Refinancing Date in accordance with the terms of this Indenture Supplement and the Indenture; provided that after giving effect to any such conveyance and application of the purchase price, (i) the Class M Principal Balance shall not be less than the Required Class M Principal Balance, and (ii) the Class B Principal Balance shall not be less than the Required Class B Principal Balance.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222009-VFN1 VFN Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222009-VFN1 VFN Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222009-VFN1 VFN Notes to be prepaid in full or in part on the Refinancing Date by causing the all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees Fees, Class M Non-Use Fees, Class A Additional Amounts and Class A M Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, applicable Series 2009-VFN Noteholders on the Refinancing Date in accordance with the terms of this Indenture Supplement and the Indenture; provided that after giving effect to any such conveyance and application of the purchase price, (i) the Class M Principal Balance shall not be less than the Required Class M Principal Balance, and (ii) the Class B Principal Balance shall not be less than the Required Class B Principal Balance.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor the Seller may, with the consent of each affected Series 20222000-VFN1 NoteholderVFC Certificateholder, cause the Servicer to provide notice to the Indenture Trustee and all of the Series 20222000-VFN1 Noteholders VFC Certificateholders at least five three Business Days prior to any Business Day (the “"Refinancing Date”") stating its intention to cause the Series 2022-VFN1 Notes Class A Investor Interest and/or the Class B Investor Interest to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount Investor Interest, as applicable, to be conveyed to one or more Persons (who may be the Noteholders Holders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount Investor Interest (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount Investor Interest (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount Class A Investor Interest (or portion thereof that is being conveyed) through the Refinancing Date, plus (iv) if any part of the Investor Interest attributable to the Class B Investor Interest is being conveyed, any accrued and unpaid Class B Non-Use Fees and Class B Additional Amounts in respect of the Class B Investor Interest (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, applicable Series 2000-VFC Holders on the Refinancing Date in accordance with the terms of this Indenture Supplement and the IndentureAgreement, except that any portion of such purchase price may be applied to reduce the Class B Investor Interest if and only to the extent that the Specified Enhancement Amount, after giving effect to such conveyance, other applications of the purchase price, and any concurrent reduction in the Class A Funded Amount, shall not be less than the Required Enhancement Amount).

Refinanced Optional Amortization. (a) On any Business -------------------------------- Day in the Revolving Period or Period, the Controlled Amortization Period, or any Partial Amortization Period, the Transferor may, with without the consent of each affected the Series 2022-VFN1 Noteholder1999- B Certificateholders, cause the Servicer to provide notice to the Indenture Trustee and all of the Series 20221999-VFN1 Noteholders B Certificateholders at least five four Business Days prior to any Business Day designated in such notice (the “"Refinancing Date”") stating its intention to cause the Series 2022-VFN1 Notes Investor Certificates to ---------------- be prepaid in full or in part on the Refinancing Date (a "Refinancing Event") by ----------------- (i) causing all the Invested Amount (or a the portion of the Collateral Amount thereof that is being refinanced) to be conveyed to one or more Persons (who may shall be the Noteholders holders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Invested Amount (or the portion thereof that is being conveyedrefinanced), plus and (ii) distributing from the Finance Charge Account and Interest Funding Account an amount equal to (A) accrued and unpaid interest on the Collateral Invested Amount (or the portion thereof that is being conveyed) through to, but not including the Refinancing Date, plus (iiiB) any accrued all other amounts due and unpaid owing under the Certificate Purchase Agreements and the Loan Agreement (together with the amounts set forth in clause (i) above, the "Refinancing Amount"). ------------------ (b) On the Refinancing Date the Transferor shall cause to be deposited the amounts described in subsections 4.17(a)(i) and 4.17(a)(ii) into the Defeasance Account. For the purposes of calculating the Class A Non-Use Fees A-1, Class A- 2, Class B-1, Class B-2 and Class A Additional Amounts in respect Collateral Invested Amounts, the deposit into the Defeasance Account of the Collateral Amount amount set forth in the immediately preceding sentence shall be deemed to be a payment to the Series 1999-B Certificateholders. (or portion thereof that is being conveyedc) through On the Refinancing Date. In the case of any such conveyance, the purchase price Trustee shall withdraw all amounts on deposit in the Defeasance Account pursuant to clause (b), and shall deposit such amounts into the Distribution Account for distribution. (d) On the Refinancing Date, the Paying Agent shall pay in accordance with Section 5.01 of the Agreement to: (i) the Class A-1 Certificateholders, an amount equal to (A) the product of (1) the Class A Principal Refinancing Amount and (2) a fraction the numerator of which is the Class A-1 Invested Amount as of such day and the denominator of which is the Class A Invested Amount as of such day, (B) accrued interest on the Class A-1 Certificates to but excluding the Refinancing Date as calculated in the DFC Certificate Purchase Agreement and (C) all other amounts due to and owing under the DFC Certificate Purchase Agreement and allocable to the Class A-1 Certificates (including any Class A-1 Increase Cost Amount); (ii) the Class A-2 Certificateholders, an amount equal to (A) the product (1) of the Class A Principal Refinancing Amount and (2) a fraction the numerator of which is the Class A-2 Invested Amount as of such day and the denominator of which is the Class A Invested Amount as of such day, (B) accrued interest on the Class A-2 Certificates to but excluding the Refinancing Date as calculated in the PARCO Certificate Purchase Agreement and (C) all other amounts due to and owing under the PARCO Certificate Purchase Agreement and allocable to the Class A-2 Certificates (including any Class A-2 Increase Cost Amount); (iii) the Class B-1 Certificateholders, an amount equal to (A) the product of (1) the Class B-1 Principal Refinancing Amount and (2) a fraction the numerator of which is the Class B-1 Invested Amount as of such day and the denominator of which is the Class B Invested Amount as of such day, (B) accrued interest on the Class B-1 Certificates to but excluding the Refinancing Date as calculated in the DFC Certificate Purchase Agreement and (C) all other amounts due to and owing under the DFC Certificate Purchase Agreement and allocable to the Class B-1 Certificates (including any Class B-1 Increase Cost Amount); (iv) the Class B-2 Certificateholder, an amount equal to (A) the product of (1) the Class B-2 Principal Refinancing Amount (2) a fraction the numerator of which is the Class B-2 Invested Amount as of such day and the denominator of which is the Class B Invested Amount as of such day, (B) accrued interest on the Class B-2 Certificates to but excluding the Refinancing Date as calculated in the PARCO Certificate Purchase Agreement and (C) all other amounts due to and owing under the PARCO Certificate Purchase Agreement and allocable to the Class B-2 Certificates (including any Class B-2 Increase Cost Amount); and (v) the Collateral Interest Holders, an amount equal to (A) the Collateral Principal Refinancing Amount, (B) accrued interest on the Collateral Invested Amount to but excluding the Refinancing Date as calculated in the Loan Agreement and (C) all other amounts due to and owing under the Loan Agreement and allocable to the Collateral Interest Holders (including any Breakage Payment as determined in the Loan Agreement); from the Distribution Account pursuant to this subsection 4.17(c) of the Agreement. If the Paying Agent is unable to pay the Series 1999-B Certificateholders on the Refinancing Date, amounts on deposit in the Defeasance Account shall be deposited invested overnight in the Collection Account Eligible Investments and shall be distributed to the Class A NotesSeries 1999-B Certificateholders on the next succeeding Business Day. (e) On the Refinancing Date, the Transferor shall deliver to the Trustee, the Certificate Agents and the Collateral Interest Holder an Officer's Certificate stating that the Transferor reasonably believes (i) the amounts deposited into the Defeasance Account shall be sufficient to pay the Refinancing Amount in full on the Refinancing Date and (ii) that the deposit of the Refinancing Amount into the Finance Charge Account and Principal Account and termination of the obligations will not, based on the Class A Ownership Group Percentage for each Class A Ownership Groupfacts known to such officer at the time of such certification, on the Refinancing Date in accordance then or thereafter cause a Pay Out Event with the terms of this Indenture Supplement and the Indenturerespect to any Series.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222009-VFN1 VFN Noteholder, cause Servicer to provide notice to the Indenture Trustee Trustee, the Lead Agent and all of the Series 20222009-VFN1 VFN Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222009-VFN1 VFN Notes to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, on the Refinancing Date Noteholders in accordance with the terms of this Indenture Supplement the Class A Note Purchase Agreement. At any time that a Pro Rata Funding Event has occurred and is continuing, the Indentureamount of any reduction in the Class A Principal Balance on a Refinancing Date shall be allocated among the Class A Ownership Groups on a pro rata basis based on their respective Class A Ownership Group Percentages; provided however that if a Pro Rata Funding Event has occurred and is continuing, and a reduction is requested at such time as a Pro Rata Allocation does not exist, then the amount of such reduction shall instead be allocated among the Class A Ownership Groups on a non-pro rata basis such that a Pro Rata Allocation would exist among the Class A Ownership Groups after giving effect to the payments made on the Refinancing Date, or if the requested refinancing amount is not large enough to achieve a Pro Rata Allocation, allocated in a manner reasonably determined by the Transferor to most closely align the Tranche Invested Amounts of each Class A Ownership Group in proportion to the respective Class A Ownership Group Percentages.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222009-VFN1 VFN Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222009-VFN1 VFN Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222009-VFN1 VFN Notes to be prepaid in full or in part on the Refinancing Date by causing the all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, applicable Series 2009-VFN Noteholders on the Refinancing Date in accordance with the terms of this Indenture Supplement and the Indenture; provided that after giving effect to any such conveyance and application of the purchase price,(i) the Class M Principal Balance shall not be less than the Required Class M Principal Balance, and (ii) the Class B Principal Balance shall not be less than the Required Class B Principal Balance.

Refinanced Optional Amortization. (a) On any -------------------------------- Business Day in the Revolving Period or Period, the Controlled Amortization Period, or any Partial Amortization Period, the Transferor may, with without the consent of each affected the Series 2022-VFN1 Noteholder1999- A Certificateholders, cause the Servicer to provide notice to the Indenture Trustee and all of the Series 20221999-VFN1 Noteholders A Certificateholders at least five four Business Days prior to any Business Day designated in such notice (the “"Refinancing Date”") stating its ---------------- intention to cause the Series 2022-VFN1 Notes Investor Certificates to be prepaid in full or in part on the Refinancing Date (a "Refinancing Event") by (i) causing all the Invested Amount ----------------- (or a the portion of the Collateral Amount thereof that is being refinanced) to be conveyed to one or more Persons (who may shall be the Noteholders holders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Invested Amount (or the portion thereof that is being conveyedrefinanced), plus and (ii) distributing from the Finance Charge Account, an amount equal to (A) accrued and unpaid interest on the Collateral Invested Amount (or the portion thereof that is being conveyed) through to, but not including the Refinancing Date, plus (iiiB) any accrued all ---- other amounts due and unpaid Class A Non-Use Fees owing under the Certificate Purchase Agreement and Class A Additional Amounts the Loan Agreement (together with the amount set forth in respect clause (i) above, the "Refinancing Amount"). ------------------- (b) On the Refinancing Date the Transferor shall cause to be deposited (i) from the proceeds of the issuance of one or more new Series (as set forth in subsection 4.17(a)(i)) and (ii) from the Finance Charge Account, into the Defeasance Account an amount equal to the amount set forth in subsection 4.17(a)(ii). For the purposes of calculating the Class A, Class B and Collateral Amount Invested Amounts, the deposit into the Defeasance Account of the amount set forth in the immediately preceding sentence shall be deemed to be a payment to the Series 1999-B Certificateholders. (or portion thereof that is being conveyedc) through On the Refinancing Date. In the case of any such conveyance, the purchase price Trustee shall be deposited withdraw all amounts on deposit in the Collection Defeasance Account pursuant to clause (b), and shall be distributed deposit such amounts into the Distribution Account for distribution. (d) On the Refinancing Date, the Paying Agent shall pay in accordance with Section 5.01 of the Agreement to: (i) the Class A Certificateholders, an amount equal to (A) the Class A Principal Refinancing Amount, (B) accrued interest on the Class A Certificates to but excluding the Refinancing Date as calculated in the Certificate Purchase Agreement and (C) all other amounts due to and owing under the Certificate Purchase Agreement and allocable to the Class A NotesCertificates; (ii) the Class B Certificateholders, an amount equal to (A) the Class B Principal Refinancing Amount, (B) accrued interest on the Class B Certificates to but excluding the Refinancing Date as calculated in the Certificate Purchase Agreement and (C) all other amounts due to and owing under the Certificate Purchase Agreement and allocable to the Class B Certificates; and (iii) the Collateral Interest Holder, an amount equal to (A) the Collateral Principal Refinancing Amount, (B) accrued interest on the Collateral Interest to but excluding the Refinancing Date as calculated in the Loan Agreement and (C) all other amounts due to and owing under the Loan Agreement and allocable to the Collateral Interest Holders; from the Distribution Account pursuant to this subsection 4.17(d) of the Agreement. If the Paying Agent is unable to pay the Series 1999-A Certificateholders on the Refinancing Date, amounts on deposit in the Defeasance Account shall be invested overnight in Eligible Investments and distributed to the Series 1999-A Certificateholders on the next succeeding Business Day. (e) On the Refinancing Date, the Transferor shall deliver to the Trustee, the Certificate Agents and the Collateral Interest Holder an Officer's Certificate stating that the Transferor reasonably believes (i) the amounts deposited into the Defeasance Account shall be sufficient to pay the Refinancing Amount in full on the Refinancing Date and (ii) that the deposit of the Refinancing Amount into the Finance Charge Account and Principal Account and termination of the obligations will not, based on the Class A Ownership Group Percentage for each Class A Ownership Groupfacts known to such officer at the time of such certification, on the Refinancing Date in accordance then or thereafter cause a Pay Out Event with the terms of this Indenture Supplement and the Indenturerespect to any Series.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222009-VFN1 VFN Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222009-VFN1 VFN Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222009-VFN1 VFN Notes to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, Notes based on the Class A Ownership Group Percentage for each Class A Ownership Group, Group on the Refinancing Date in accordance with the terms of this Indenture Supplement and the IndentureAgreement.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222024-VFN1 Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222024-VFN1 Noteholders at least five (5) Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222024-VFN1 Notes to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, on the Refinancing Date in accordance with the terms of this Indenture Supplement and the Indenture.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 2022-VFN1 NoteholderInvestor Holder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 2022-VFN1 Noteholders Investor Holders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 2022-VFN1 Notes Funded Amount to be prepaid in full or in part in an amount not less than $5,500,000 and integral multiples of $550,000 in excess thereof (or, if less, the remaining Funded Amount) on the Refinancing Date by causing all or a portion of with the Collateral Amount to be conveyed to one or more Persons (who may be proceeds from the Noteholders issuance of a new Series issued substantially contemporaneously with series of Certificates. Any such prepayment) for prepayment of the Invested Amount shall be accompanied by a cash purchase price in an amount equal to the sum payment of (i) accrued and unpaid interest on the Collateral Funded Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyedprepaid) through the Refinancing Date, plus (iiiii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Funded Amount (or portion thereof that is being conveyedprepaid) through the Refinancing Date. In the case of any such conveyance, the purchase price proceeds of the new issuance in an amount sufficient (together with Collections available for such purpose) to pay the required amounts shall be deposited in the Collection Distribution Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, applicable Investor Holder on the Refinancing Date in accordance with the terms of this Indenture Series Supplement and the IndentureAgreement; provided that no portion of such purchase price may be applied to reduce the Class M Invested Amount or the Class B Invested Amount until the Class A Funded Amount has been reduced to zero; provided, further that no portion of such purchase price may be applied to reduce the Class B Invested Amount until the Class M Funded Amount has been reduced to zero.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222009-VFN1 VFN Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222009-VFN1 VFN Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222009-VFN1 VFN Notes to be prepaid in full or in part on the Refinancing Date by causing the all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, applicable Series 2009-VFN Noteholders on the Refinancing Date in accordance with the terms of this Indenture Supplement and the Indenture; provided that after giving effect to any such conveyance and application of the purchase price, (i) the Class M Principal Balance shall not be less than the Required Class M Principal Balance, (ii) the Class B Principal Balance shall not be less than the Required Class B Principal Balance and (iii) the Class C Principal Balance shall not be less than the Required Class C Principal Balance. At any time that a Pro Rata Funding Event has occurred and is continuing, the amount of any reduction in the Class A Principal Balance on a Refinancing Date shall be allocated among the Class A Ownership Groups on a pro rata basis based on their respective Class A Ownership Group Percentages; provided however that if a Pro Rata Funding Event has occurred and is continuing, and a reduction is requested at such time as a Pro Rata Allocation does not exist, then the amount of such reduction shall instead be allocated among the Class A Ownership Groups on a non-pro rata basis such that a Pro Rata Allocation would exist among the Class A Ownership Groups after giving effect to the payments made on the Refinancing Date, or if the requested refinancing amount is not large enough to achieve a Pro Rata Allocation, allocated in a manner reasonably determined by the Transferor to most closely align the Tranche Invested Amounts of each Class A Ownership Group in proportion to the respective Class A Ownership Group Percentages.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222023-VFN1 Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222023-VFN1 Noteholders at least five (5) Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222023-VFN1 Notes to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with 759789669 23736122 Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such prepaymenttime as the aggregate amount so deposited equals the product of (x) 1.5 and (y) the sum (the “Target Amount”) of (A) the Class A Monthly Interest for the related Distribution Date, (B) the Class A Non-Use Fee, if any, (C) the Class A Additional Amounts, if any, (D) if Comenity Capital Bank is not the Servicer, the Noteholder Servicing Fee (and if Comenity Capital Bank is the Servicer, then amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (D) shall instead by returned to Comenity Capital Bank as payment of the Noteholder Servicing Fee), (E) any amount required to be deposited in the Reserve Account on the related Transfer Date and (F) the sum of the Investor Default Amounts for the prior Monthly Period and any Investor Uncovered Dilution Amount for the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Servicer determines that the Target Amount for a cash purchase price Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Servicer, then (x) Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two (2) Business Days of receiving such notice Transferor shall deposit into the Finance Charge Account funds in an amount equal to the sum amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, if on any Transfer Date the Transferor Amount is less than zero after giving effect to all transfers and deposits on that Transfer Date, Transferor shall, on that Transfer Date, deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to clause 5.4(a)(iv) and (v) but are not available from funds in the Finance Charge Account as a result of the operation of second preceding proviso. With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables into the Finance Charge Account are limited to deposits up to 1.5 times the Target Amount in accordance with clause (i) above, notwithstanding such limitation and notwithstanding the provisions of Section 8.4(a) of the Indenture: (1) Reallocated Principal Collections for the related Transfer Date shall be calculated as if the full amount of Finance Charge Collections allocated to the Noteholders during that Monthly Period had been deposited in the Finance Charge Account and applied on such Transfer Date in accordance with subsection 5.4(a); and (2) Collections of Finance Charge Receivables released to Transferor pursuant to such Section 5.1(b)(i) shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been retained in the Finance Charge Account and applied to the items specified in subsections 5.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Finance Charge Account on such Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b)(iii) of the definition of Collateral Amount (or Amount. 759789669 23736122 standing instruction to the portion thereof that is being conveyed)Indenture Trustee no later than 11:00 a.m., plus (ii) accrued and unpaid interest New York City time, on the Collateral Amount (or the portion thereof that date such investment is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Dateto be made. In the case of any event the Indenture Trustee receives such conveyanceinvestment instruction later than such time, the purchase price Indenture Trustee may, but shall have no obligation to, make such investment. In the event the Indenture Trustee is unable to make an investment required in an investment instruction received by the Indenture Trustee after 11:00 a.m., New York City time, on such day, such investment shall be deposited in made by the Collection Account and shall be distributed to the Class A Notes, based Indenture Trustee on the Class A Ownership Group Percentage next succeeding Business Day. In no event shall the Indenture Trustee be liable for each Class A Ownership Groupany investment not made pursuant to investment instructions received after 11:00 a.m., New York City time, on the Refinancing Date day such investment is requested to be made. If investment instructions are not given with respect to funds in any Accounts, such funds shall remain uninvested until instructions are delivered to the Indenture Trustee in accordance with the terms of this Indenture Supplement and the Indenturehereof.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may, with the consent of each affected Series 20222009-VFN1 VFN Noteholder, cause Servicer to provide notice to the Indenture Trustee and all of the Series 20222009-VFN1 VFN Noteholders at least five Business Days prior to any Business Day (the “Refinancing Date”) stating its intention to cause the Series 20222009-VFN1 VFN Notes to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount to be conveyed to one or more Persons (who may be the Noteholders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees Fees, Class M Non-Use Fees, Class A Additional Amounts and Class A M Additional Amounts in respect of the Collateral Amount (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the applicable Series 2009-VFN Noteholders on a pro rata basis in accordance with the Class A Pro Rata Percentage, Class M Pro Rata Percentage, Class B Pro Rata Percentage and Class C Pro Rata Percentage and, with respect to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group and with respect to the Class M Notes, based on the Class A Ownership Group Percentage for each Class M Ownership Group, on the Refinancing Date in accordance with the terms of this Indenture Supplement and the Indenture; provided that after giving effect to such conveyance and application of the purchase price (i) the Class M Principal Balance shall not be less than the Required Class M Principal Balance, (ii) the Class B Principal Balance shall not be less than the Required Class B Principal Balance, and (iii) the Class C Principal Balance shall not be less than the Required Class C Principal Balance.

Refinanced Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor the Seller may, with the consent of each affected Series 20221999-VFN1 Noteholder2 Certificateholder, cause the Servicer to provide notice to the Indenture Trustee and all of the Series 20221999-VFN1 Noteholders 2 Certificateholders at least five three Business Days prior to any Business Day (the “"Refinancing Date”") stating its intention to cause the Series 2022-VFN1 Notes Class A Investor Interest and/or the Class B Investor Interest to be prepaid in full or in part on the Refinancing Date by causing all or a portion of the Collateral Amount Investor Interest, as applicable, to be conveyed to one or more Persons (who may be the Noteholders Holders of a new Series issued substantially contemporaneously with such prepayment) for a cash purchase price in an amount equal to the sum of (i) the Collateral Amount Investor Interest (or the portion thereof that is being conveyed), plus (ii) accrued and unpaid interest on the Collateral Amount Investor Interest (or the portion thereof that is being conveyed) through the Refinancing Date, plus (iii) any accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Collateral Amount Class A Investor Interest (or portion thereof that is being conveyed) through the Refinancing Date, plus (iv) if any part of the Investor Interest attributable to the Class B Investor Interest is being conveyed, any accrued and unpaid Non-Use Fees and Class B Additional Amounts in respect of the Class B Investor Interest (or portion thereof that is being conveyed) through the Refinancing Date. In the case of any such conveyance, the purchase price shall be deposited in the Collection Account and shall be distributed to the Class A Notes, based on the Class A Ownership Group Percentage for each Class A Ownership Group, applicable Series 1999-2 Holders on the Refinancing Date in accordance with the terms of this Indenture Supplement and the IndentureAgreement, except that any portion of such purchase price may be applied to reduce the Class B Investor Interest if and only to the extent that the Class B Investor Interest, after giving effect to such conveyance, other applications of the purchase price, and any concurrent reduction in the Class A Funded Amount, shall not be less than the Required Class B Amount).