Common use of Class A-2 Notes Clause in Contracts

Class A-2 Notes. Subject to Section 3.6(e) and (g) of this Series Supplement, the Co-Issuers shall have the option to prepay the Outstanding Principal Amount of the Series 2017-1 Class A-2 Notes in full on any Business Day or in part on any Quarterly Payment Date, or on any date a mandatory prepayment may be made and that is specified as the Series 2017-1 Prepayment Date in the applicable Prepayment Notices; provided, that the 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 $5,000,000 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 funds on deposit in the Senior Notes Principal Payments Account that are allocable to the Series 2017-1 Class A-2 Notes to be prepaid are sufficient to pay the principal amount of the Series 2017-1 Class A-2 Notes to be prepaid and the Series 2017-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e), in each case, payable on the relevant Series 2017-1 Prepayment Date; (ii) the funds on deposit in the Senior Notes Interest Account that are allocable to the Series 2017-1 Class A-2 Outstanding Principal Amount to be prepaid are sufficient to pay (A) the Series 2017-1 Class A-2 Quarterly Interest to but excluding the relevant Series 2017-1 Prepayment Date relating to the Series 2017-1 Class A-2 Outstanding Principal Amount to be prepaid and (B) only if such optional prepayment is a prepayment in whole, (x) the Series 2017-1 Class A-2 Post-ARD Contingent Interest and (y) all Securitization Operating Expenses, to the extent attributable to the Series 2017-1 Class A-2 Notes; and (iii) the Co-Issuers shall reimburse the 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 Co-Issuers may prepay a Series of Notes in full at any time regardless of the number of prior optional prepayments or any minimum payment requirement.

Class A-2 Notes. Subject to Section Sections 3.6(e) and (g) of this Series Supplement, the Co-Issuers shall have the option to prepay the Outstanding Principal Amount of the Series 20172011-1 Class A-2 Notes in full whole on any Business Day Day, or in part on any Quarterly Payment Date, or on any date a mandatory prepayment may be made and that is as specified as the Series 2017-1 Prepayment Date in the applicable Prepayment Notices; providedprovided that prior to the Prepayment Calculation Date, that the Co-Issuers shall not make any optional prepayment in part of any Series 20172011-1 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 $5,000,000 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 funds amount on deposit in the Senior Notes Principal Payments Account that are is allocable to the Series 20172011-1 Class A-2 Notes to be prepaid are is sufficient to pay the principal amount of the Series 20172011-1 Class A-2 Notes to be prepaid and the Series 20172011-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e), in each case, payable on the relevant Series 20172011-1 Prepayment Date; (ii) the funds amount on deposit in the Senior Notes Interest Account that are is allocable to the Outstanding Principal Amount of Series 20172011-1 Class A-2 Outstanding Principal Amount Notes to be prepaid are is sufficient to pay (A) the Series 20172011-1 Class A-2 Quarterly Monthly Interest to but excluding Amounts through the relevant Series 20172011-1 Prepayment Date relating to the Outstanding Principal Amount of Series 20172011-1 Class A-2 Outstanding Principal Amount Notes to be prepaid and (B) only if such optional prepayment is a prepayment in whole, (x) the Series 20172011-1 Class A-2 Post-ARD Contingent Interest and (y) all Securitization Operating Expenses, to the extent attributable to the Series 20172011-1 Class A-2 Notes; and (iii) the Co-Issuers shall reimburse the 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 Co-Issuers may prepay a Series of Notes in full at any time regardless of the number of prior optional prepayments or any minimum payment requirement.

Class A-2 Notes. Subject to Section Sections 3.6(e) and (g) of this Series Supplement, the Co-Issuers Master Issuer shall have the option to prepay the Outstanding Principal Amount of the Series 20172022-1 Class A-2 Notes either (I) in full whole on any Business Day or and/or (II) 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 20172022-1 Prepayment Date in the applicable Prepayment Notices; provided, provided that the Co-Issuers Master Issuer 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 $5,000,000 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 funds 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 Payments Payment Account that are is allocable to the portion of Series 20172022-1 Class A-2 Notes to be prepaid are is sufficient to pay the principal amount of the any Series 2017-1 Class A-2 Notes to be prepaid and the Series 20172022-1 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 20172022-1 Prepayment Date; (ii) (A) the funds amount on deposit in the Senior Notes Interest Payment Account that are is allocable to the Outstanding Principal Amount of the portion of Series 20172022-1 Class A-2 Outstanding Principal Amount Notes to be prepaid are is sufficient to pay (A) the Series 2017-1 Class A-2 Quarterly Interest to but excluding the relevant Series 20172022-1 Prepayment Date relating to the Outstanding Principal Amount of the portion of Series 20172022-1 Class A-2 Outstanding Principal Amount 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 Series 2017-1 Class A-2 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, to the extent Expenses attributable to the Series 20172022-1 Class A-2 NotesNotes 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 Co-Issuers Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, Manager for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate). The Co-Issuers Master Issuer may prepay a the Series of 2022-1 Class A-2 Notes in full at on any time Business Day regardless of the number of prior optional prepayments or any minimum payment requirement.

Class A-2 Notes. Subject to Section 3.6(e) and (g) of this Series Supplement, the Co-Issuers shall have the option to prepay the Outstanding Principal Amount of the Series 20172015-1 Class A-2 Notes in full on any Business Day or in part on any Quarterly Payment Date, or on any date a mandatory prepayment may be made and that is specified as the Series 20172015-1 Prepayment Date in the applicable Prepayment Notices; provided, that the Co-Issuers shall not make any optional prepayment in part of any Series 20172015-1 Class A-2 Notes pursuant to this Section 3.6(f) in a principal amount for any single prepayment of less than $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 funds amount on deposit in the Senior Notes Principal Payments Account that are is allocable to the Series 20172015-1 Class A-2 Notes to be prepaid are is sufficient to pay the principal amount of the Series 20172015-1 Class A-2 Notes to be prepaid and the Series 20172015-1 Class A-2 Make-Whole Prepayment Premium required pursuant to Section 3.6(e), in each case, payable on the relevant Series 20172015-1 Prepayment Date; (ii) the funds amount on deposit in the Senior Notes Interest Account that are is allocable to the Series 20172015-1 Class A-2 Outstanding Principal Amount to be prepaid are is sufficient to pay (A) the Series 20172015-1 Class A-2 Quarterly Interest to but excluding the relevant Series 20172015-1 Prepayment Date relating to the Series 20172015-1 Class A-2 Outstanding Principal Amount to be prepaid and (B) only if such optional prepayment is a prepayment in whole, (x) the Series 20172015-1 Class A-2 Post-ARD Contingent Interest and (y) all Securitization Operating Expenses, to the extent attributable to the Series 20172015-1 Class A-2 Notes; and (iii) the Co-Issuers shall reimburse the 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 Co-Issuers may prepay a Series of Notes in full at any time regardless of the number of prior optional prepayments or any minimum payment requirement.