Common use of Optional “Clean-Up” Redemption Clause in Contracts

Optional “Clean-Up” Redemption. On any Distribution Date occurring on or after the date upon which the Pool Balance shall have been reduced to an amount which is less than or equal to 10% of the Original Pool Balance, the Master Servicer and HAFI shall each have the option to purchase the outstanding Receivables at a price equal to the aggregate Repurchase Amount for such Receivables; provided, however, such aggregate Repurchase Amount shall not be less than the then Aggregate Note Principal Balance, plus all accrued and unpaid interest thereon and all fees and other amounts owing to the Administrator, the Indenture Trustee, the Owner Trustee and the Master Servicer (if other than HSBC Finance) under the Related Documents. The Master Servicer or HAFI shall give the Master Servicer (if other than HSBC Finance), the Administrator, the Indenture Trustee and the Owner Trustee at least 10 days irrevocable prior written notice of the date on which the Master Servicer or HAFI, as applicable, intends to exercise such option to purchase. Not later than 12:00 P.M., New York City time, on the day prior to such Distribution Date, the Master Servicer or HAFI, as applicable, shall deposit such amount in the Collection Account in immediately available funds for distribution pursuant to Section 3.03. Such purchase option is subject to payment in full of the aggregate Repurchase Amount described herein.

Optional “Clean-Up” Redemption. On any Distribution Date occurring on or after the date upon which the Pool Balance shall have been reduced to an amount which is less than or equal to 10% of the Original Pool Balance, the Master Servicer and HAFI shall each have the option to purchase the outstanding Receivables at a price equal to the aggregate Repurchase Amount for such Receivables; provided, however, such aggregate Repurchase Amount shall not be less than the then Aggregate Note Principal Balance, plus all accrued and unpaid interest thereon and all fees and other amounts owing to the Administrator, the Indenture Trustee, the Owner Trustee and the Master Servicer (if other than HSBC Finance) under the Related DocumentsDocuments [and the Insurer under the Insurance Agreement] (the “Redemption Price”). The Master Servicer or HAFI shall give the Master Servicer (if other than HSBC Finance), [the Insurer,] the Administrator, the Indenture Trustee and the Owner Trustee at least 10 days irrevocable prior written notice of the date on which the Master Servicer or HAFI, as applicable, intends to exercise such option to purchase. Not later than 12:00 P.M., New York City time, on the day prior to such Distribution Date, the Master Servicer or HAFI, as applicable, shall deposit such amount in the Collection Account in immediately available funds for distribution pursuant to Section 3.03. Such purchase option is subject to payment in full of the aggregate Repurchase Amount described herein.

Optional “Clean-Up” Redemption. On any Distribution Date occurring on or after the date upon which the Pool Balance shall have been reduced to an amount which is less than or equal to 10% of the Original Pool Balance, the Master Servicer Servicer, HAFI and HAFI HACI shall each have the option to purchase the outstanding Receivables at a price equal to the aggregate Repurchase Amount for such Receivables; provided, however, such aggregate Repurchase Amount shall not be less than the then Aggregate Note Principal Balance, plus all accrued and unpaid interest thereon and all fees and other amounts owing to the Administrator, the Indenture Trustee, the Owner Trustee and the Master Servicer (if other than HSBC Finance) under the Related DocumentsDocuments (the “Redemption Price”). The Master Servicer Servicer, HAFI or HAFI HACI shall give the Master Servicer (if other than HSBC Finance), the Administrator, the Indenture Trustee and the Owner Trustee at least 10 days irrevocable prior written notice of the date on which the Master Servicer Servicer, HAFI or HAFIHACI, as applicable, intends to exercise such option to purchase. Not later than 12:00 P.M., New York City time, on the day prior to such Distribution Date, the Master Servicer Servicer, HAFI or HAFIHACI, as applicable, shall deposit such amount in the Collection Account in immediately available funds for distribution pursuant to Section 3.03. Such purchase option is subject to payment in full of the aggregate Repurchase Amount described herein.

Optional “Clean-Up” Redemption. On any Distribution Date occurring on or after the date upon which the Pool Balance shall have been reduced to an amount which is less than or equal to 10% of the Original Pool Balance, the Master Servicer and HAFI shall each have the option to purchase the outstanding Receivables at a price equal to the aggregate Repurchase Amount for such Receivables; provided, however, such aggregate Repurchase Amount shall not be less than the then Aggregate Note Principal Balance, plus all accrued and unpaid interest thereon and all fees and other amounts owing to the Administrator, the Indenture Trustee, the Owner Trustee and the Master Servicer (if other than HSBC Finance) under the Related DocumentsDocuments (the “Redemption Price”). The Master Servicer or HAFI shall give the Master Servicer (if other than HSBC Finance), the Administrator, the Indenture Trustee and the Owner Trustee at least 10 days irrevocable prior written notice of the date on which the Master Servicer or HAFI, as applicable, intends to exercise such option to purchase. Not later than 12:00 P.M., New York City time, on the day prior to such Distribution Date, the Master Servicer or HAFI, as applicable, shall deposit such amount in the Collection Account in immediately available funds for distribution pursuant to Section 3.03. Such purchase option is subject to payment in full of the aggregate Repurchase Amount described herein.