Common use of Optional Redemption of Series 2012-1 Notes; Final Distributions Clause in Contracts

Optional Redemption of Series 2012-1 Notes; Final Distributions. (a) On any day occurring on or after the date on which the outstanding principal balance of the Series 2012-1 Notes is reduced to 10% or less of the initial outstanding principal balance of Series 2012-1 Notes, Transferor has the option pursuant to the Trust Agreement to reduce the Collateral Amount to zero by paying a purchase price equal to the greater of (x) the Collateral Amount, plus the applicable Allocation Percentage of outstanding Finance Charge Receivables and (y) a minimum amount equal to (i) if such day is a Payment Date, the Redemption Amount for such Payment Date or (ii) if such day is not a Payment Date, the Redemption Amount for the Payment Date following such day. If Transferor exercises such option, Issuer will apply such purchase price to repay the Notes in full as specified below. (b) Issuer shall give the Indenture Trustee at least thirty (30) days prior written notice of the date on which Transferor intends to exercise such optional redemption. Not later than 12:00 noon, New York City time, on such day Transferor shall deposit into the Distribution Account in immediately available funds the excess of the Redemption Amount over the amount, if any, on deposit in the Principal Accumulation Account. Such redemption option is subject to payment in full of the Redemption Amount. Following such deposit into the Distribution Account in accordance with the foregoing, the Collateral Amount for Series 2012-1 shall be reduced to zero and the Series 2012-1 Noteholders shall have no further security interest in the Transferred Receivables. The Redemption Amount shall be paid as set forth in Section 7.1(d). (i) The amount to be paid by the Transferor with respect to Series 2012-1 in connection with a reassignment of Transferred Receivables to the Transferor pursuant to Section 6.1(f) of the Transfer Agreement shall not be less than the Redemption Amount for the first Payment Date following the Monthly Period in which the reassignment obligation arises under the Transfer Agreement. (ii) The amount to be paid by the Issuer with respect to Series 2012-1 in connection with a repurchase of the Notes pursuant to Section 10.1 of the Trust Agreement shall not be less than the Redemption Amount for the Payment Date of such repurchase. (d) With respect to (i) the Redemption Amount deposited into the Distribution Account pursuant to Section 7.1 or (ii) the proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the Indenture with respect to Series 2012-1, the Indenture Trustee shall, in accordance with the written direction of the Issuer, not later than 12:00 noon, New York City time, on the related Payment Date, make payments of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and payments otherwise to be made on such date) in immediately available funds: (i) (x) the Class A Note Principal Balance on such Payment Date will be paid to the Class A Noteholders and (y) an amount equal to the sum of (A) Class A Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class A Deficiency Amount for such Payment Date and (C) the amount of Class A Additional Interest, if any, for such Payment Date and any Class A Additional Interest previously due but not paid to the Class A Noteholders on any prior Payment Date, will be paid to the Class A Noteholders, (ii) (x) the Class B Note Principal Balance on such Payment Date will be paid to the Class B Noteholders and (y) an amount equal to the sum of (A) Class B Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class B Deficiency Amount for such Payment Date and (C) the amount of Class B Additional Interest, if any, for such Payment Date and any Class B Additional Interest previously due but not paid to the Class B Noteholders on any prior Payment Date, will be paid to the Class B Noteholders, (iii) (x) the Class C Note Principal Balance on such Payment Date will be paid to the Class C Noteholders and (y) an amount equal to the sum of (A) Class C Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class C Deficiency Amount for such Payment Date and (C) the amount of Class C Additional Interest, if any, for such Payment Date and any Class C Additional Interest previously due but not paid to the Class C Noteholders on any prior Payment Date will be paid to the Class C Noteholders and (iv) any excess shall be released to the Issuer.

Optional Redemption of Series 2012-1 Notes; Final Distributions. (a) On any day occurring on or after the date on which the outstanding principal balance of the Series 2012-1 Notes plus the Principal Overcollateralization Amount is reduced to ten percent (10% %) or less of the initial outstanding principal balance of Series 2012-1 NotesInitial Collateral Amount, the Transferor has the option pursuant to the Trust Agreement to reduce the Collateral Amount to zero by paying a purchase price equal to the greater of (x) the Collateral Amount, Amount plus the applicable Allocation Percentage of outstanding Finance Charge Receivables Non-Principal Receivables, and (y) a minimum amount equal to (i) if such day is a Payment Date, the Redemption Reassignment Amount for such Payment Date or (ii) if such day is not a Payment Date, the Redemption Reassignment Amount for the Payment Date following such day. If Transferor exercises such option, the Issuer will apply such purchase price to repay the Series 2012-1 Notes in full as specified below. (b) In order to exercise such option, the Issuer shall give the Indenture Trustee at least thirty (30) days days’ prior written notice of the date on which Transferor intends to exercise such optional redemption. Not later than 12:00 noon3:00 p.m., New York City time, on the day of such day Transferor redemption, the Issuer shall deposit into the Distribution Collection Account in immediately available funds the excess of the Redemption Amount over the amount, if any, on deposit in the Principal Accumulation AccountReassignment Amount. Such redemption option is subject to payment in full of the Redemption Reassignment Amount. Following such deposit into the Distribution Collection Account in accordance with the foregoing, the Collateral Amount for Series 2012-1 shall be reduced to zero paid in full and the Series 2012-1 Noteholders shall have no further security interest or other interest in the Transferred Receivables. The Redemption Reassignment Amount shall be paid as set forth in Section 7.1(d). (i) The amount to be paid by the Transferor with respect to Series 2012-1 in connection with a reassignment of Transferred Receivables to the Transferor pursuant to Section 6.1(f) of the Transfer Agreement shall not be less than the Redemption Amount for the first Payment Date following the Monthly Period in which the reassignment obligation arises under the Transfer Agreement. (iic) The amount to be paid by the Issuer with respect to Series 2012-1 in connection with a repurchase of the Series 2012-1 Notes pursuant to Section 10.1 of the Trust Agreement shall not be less than the Redemption Reassignment Amount for the Payment Date of such repurchase. (d) With respect to (i) the Redemption Reassignment Amount deposited into the Distribution Collection Account pursuant to this Section 7.1 or (ii) the net proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the Indenture with respect to Series 2012-1, the Indenture Trustee shall, in accordance with the written direction of the Issueran Issuer Order, not later than 12:00 noon3:00 p.m., New York City time, on the related Payment Date, make payments of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and payments otherwise to be made on such date) in immediately available funds: (i) an amount equal to the Class A Monthly Interest due and payable on such Payment Date (xor any prior Payment Date that has not been paid) will be paid, pro rata, to the Class A Noteholders, to the extent permitted by applicable law, (ii) the Class A Note Principal Balance on such Payment Date will be paid paid, pro rata, to the Class A Noteholders and Noteholders, (yiii) an amount equal to the sum of (A) Class A B Monthly Interest due and payable on such Payment Date (or any prior Payment DateDate that has not been paid) will be paid, (B) any Class A Deficiency Amount for such Payment Date and (C) the amount of Class A Additional Interestpro rata, if any, for such Payment Date and any Class A Additional Interest previously due but not paid to the Class A Noteholders on any prior Payment DateB Noteholders, will be paid to the Class A Noteholdersextent permitted by applicable law, (ii) (xiv) the Class B Note Principal Balance on such Payment Date will be paid paid, pro rata, to the Class B Noteholders and Noteholders, (yv) an amount equal to the sum of (A) Class B C Monthly Interest due and payable on such Payment Date (or any prior Payment DateDate that has not been paid) will be paid, (B) any Class B Deficiency Amount for such Payment Date and (C) the amount of Class B Additional Interestpro rata, if any, for such Payment Date and any Class B Additional Interest previously due but not paid to the Class B C Noteholders on any prior Payment Date, will be paid to the Class B Noteholdersextent permitted by applicable law, (iii) (xvi) the Class C Note Principal Balance on such Payment Date will be paid paid, pro rata, to the Class C Noteholders and Noteholders, (yvii) an amount equal to any required yield payments on the sum of (A) Class C Monthly Interest due and payable on such Payment Date or any prior Payment DatePrincipal Overcollateralization Amount will be released to the Issuer, (Bviii) any Class C Deficiency the remainder shall be released to the Issuer in reduction of the Principal Overcollateralization Amount for such Payment Date until the Principal Overcollateralization Amount has been paid in full and (C) the amount of Class C Additional Interest, if any, for such Payment Date and any Class C Additional Interest previously due but not paid to the Class C Noteholders on any prior Payment Date will be paid to the Class C Noteholders and (ivix) any excess shall be released to the Issuer.