Common use of Notices of Optional Prepayments Clause in Contracts

Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2022-1 Class A-2 Prepayment Date with respect to a Tranche pursuant to Section 3.06(f) to each Series 2022-1 Class A‑2 Noteholder of such Tranche, the Rating Agency, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the Series 2022-1 Class A‑2 Noteholders of such Tranche shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.06(k) of this Series Supplement. With respect to each such Series 2022-1 Class A‑2 Prepayment, the related Prepayment Notice shall specify (i) the Series 2022-1 Class A-2 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 2022-1 Prepayment Amount and the Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2022-1 Class A-2 Prepayment Date (the “Series 2022-1 Class A‑2 Make‑Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency and the Series 2022-1 Class A‑2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 2022-1 Class A-2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2022-1 Class A-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.06(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be transmitted by email to (A) each Series 2022-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2022-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) the Rating Agency, the Servicer and the Trustee. For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2022-1 Class A-1 Notes is governed by Section 2.02 of this Series Supplement and not by this Section 3.06(g). A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2022-1 Class A-2 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2022-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2022-1 Class A-2 Prepayment Date.

Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2022-1 Class A-2 Prepayment Date with respect to a Tranche pursuant to Section 3.06(f3.6(f) of this Series Supplement to each Series 2022-1 Class A‑2 Noteholder of such TrancheA-2 Noteholder, the Rating Agency, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the Series 2022-1 Class A‑2 A-2 Noteholders of such Tranche shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.06(k3.6(k) of this Series Supplement. With respect to each such Series 2022-1 Class A‑2 A-2 Prepayment, the related Prepayment Notice shall specify (i) the Series 2022-1 Class A-2 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 2022-1 Prepayment Amount and (iii) the date on which the Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2022-1 Class A-2 Prepayment Date (the “Series 2022-1 Class A‑2 Make‑Whole A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency and the Series 2022-1 Class A‑2 Noteholders of the applicable TrancheA-2 Noteholders, to withdraw, or amend the Series 2022-1 Class A-2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2022-1 Class A-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing financing, the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.06(f3.6(f) of this Series Supplement and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each Series 2022-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2022-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) the Rating Agency, the Servicer Control Party and the TrusteeTrustee and (ii) to each Series 2022-1 Class A-2 Noteholder in accordance with the Applicable Procedures of DTC that will receive a payment. For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2022-1 Class A-1 Notes is governed by Section 2.02 2.2 of this Series Supplement and not by this Section 3.06(g3.6(g). A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2022-1 Class A-2 Prepayment DateDate set forth in such Prepayment Notice. The Master Issuer shall give written notice of such revocation or amendment to the ServicerControl Party and the Trustee, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2022-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2022-1 Class A-2 Prepayment Date.

Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2022-1 Class A-2 Prepayment Date with respect to a Tranche pursuant to Section 3.06(f3.6(f) of this Series Supplement to each Series 2022-1 Class A‑2 A-2 Noteholder of such Tranche, each of the Rating AgencyAgencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the Series 2022-1 Class A‑2 A-2 Noteholders of such Tranche shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.06(k3.6(k) of this Series Supplement. With respect to each such Series 2022-1 Class A‑2 A-2 Prepayment, the related Prepayment Notice shall specify (i) the Series 2022-1 Class A-2 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 2022-1 Prepayment Amount and the Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 2022-1 Class A‑2 Make‑Whole A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2022-1 Class A-2 Prepayment Date (the “Series 2022-1 Class A‑2 Make‑Whole A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency Agencies and the Series 2022-1 Class A‑2 A-2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 2022-1 Class A-2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2022-1 Class A-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing financing, the proceeds of which will be used to fund all or a portion of such prepaymentrepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.06(f3.6(f) of this Series Supplement and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each Series 2022-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2022-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) each of the Rating AgencyAgencies, the Servicer and the TrusteeTrustee and (ii) sent by registered mail to each Series 2022-1 Noteholder (or otherwise in accordance with the Applicable Procedures of DTC) that will receive a payment. For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2022-1 Class A-1 Notes is governed by Section 2.02 2.2 of this Series Supplement and not by this Section 3.06(g3.6(g). A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2022-1 Class A-2 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2022-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series series 2022-1 Class A-2 Prepayment Date.

Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 20222019-1 Class A-2 Prepayment Date with respect to a Tranche pursuant to Section 3.06(f2.5(f) to each Series 20222019-1 Class A‑2 Noteholder A-2 Noteholder, each of such Tranche, the Rating AgencyAgencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the Series 20222019-1 Class A‑2 A-2 Noteholders of such Tranche shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.06(k2.5(k) of this Series Supplement. With respect to each such Series 20222019-1 Class A‑2 A-2 Prepayment, the related Prepayment Notice shall specify (i) the Series 20222019-1 Class A-2 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 20222019-1 Prepayment Amount and the Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 20222019-1 Class A‑2 Make‑Whole A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 20222019-1 Class A-2 Prepayment Date (the “Series 20222019-1 Class A‑2 Make‑Whole A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency Agencies and the Series 20222019-1 Class A‑2 Noteholders of the applicable TrancheA-2 Noteholders, to withdraw, or amend the Series 20222019-1 Class A-2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 20222019-1 Class A-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.06(f2.5(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each Series 20222019-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 20222019-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) each of the Rating AgencyAgencies, the Servicer and the Trustee. For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Trustee and (ii) sent by registered mail to each Series 20222019-1 Class A-1 Notes is governed by Section 2.02 A-2 Noteholder (or otherwise in accordance with the Applicable Procedures of this Series Supplement and not by this Section 3.06(g)DTC) that will receive a payment. A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 20222019-1 Class A-2 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 20222019-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2022series 2019-1 Class A-2 Prepayment Date.

Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 20222018-1 Class A-2 Prepayment Date with respect to a Tranche pursuant to Section 3.06(f3.6(f) to each Series 20222018-1 Class A‑2 A-2 Noteholder of such Tranche, each of the Rating AgencyAgencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the Series 20222018-1 Class A‑2 A-2 Noteholders of such Tranche shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.06(k3.6(k) of this Series Supplement. With respect to each such Series 20222018-1 Class A‑2 A-2 Prepayment, the related Prepayment Notice shall specify (i) the Series 20222018-1 Class A-2 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 20222018-1 Prepayment Amount and the Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 20222018-1 Class A‑2 Make‑Whole A-2 Make-Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 20222018-1 Class A-2 Prepayment Date (the “Series 20222018-1 Class A‑2 Make‑Whole A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency Agencies and the Series 20222018-1 Class A‑2 A-2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 20222018-1 Class A-2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 20222018-1 Class A-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Partyprecedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.06(f3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each Series 20222018-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 20222018-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) each of the Rating AgencyAgencies, the Servicer and the TrusteeTrustee and (ii) sent by registered mail to each Series 2018-1 Noteholder that will receive a payment. For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 20222018-1 Class A-1 Notes is governed by Section 2.02 2.2 of this Series Supplement and not by this Section 3.06(g3.6(g). A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 20222018-1 Class A-2 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 20222018-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2022series 2018-1 Class A-2 Prepayment Date.

Notices of Optional Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2022-1 Class A-2 Prepayment Date with respect to a Tranche pursuant to Section 3.06(f3.6(f) to each Series 2022-1 Class A‑2 A-2 Noteholder of such Tranche, the Rating Agency, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the Series 2022-1 Class A‑2 A-2 Noteholders of such Tranche shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.06(k3.6(k) of this Series Supplement. With respect to each such Series 2022-1 Class A‑2 A-2 Prepayment, the related Prepayment Notice shall specify (iA) the Series 2022-1 Class A-2 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (iiB) the Series 2022-1 Prepayment Amount and (C) the date on which the applicable Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium, if any, to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2022-1 Class A-2 Prepayment Date (the “Series 2022-1 Class A‑2 Make‑Whole A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency and the Series 2022-1 Class A‑2 A-2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 2022-1 Class A-2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2022-1 Class A-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Partyprecedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.06(f3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each such affected Series 2022-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2022-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) the Rating Agency, the Servicer and the Trustee. For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Trustee and (ii) to each affected Series 2022-1 Class A-1 Notes is governed by Section 2.02 A-2 Noteholder in accordance with the Applicable Procedures of this Series Supplement and not by this Section 3.06(g)DTC. A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second two (2nd2) Business Day Days prior to the applicable Series 2022-1 Class A-2 Prepayment Date. The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each affected Series 2022-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2022-1 Class A-2 Prepayment DateNoteholder.