Common use of Sale of Collateral for Accelerated Notes Clause in Contracts

Sale of Collateral for Accelerated Notes. (i) If a Tranche of Notes has been accelerated pursuant to Section 602 of the Indenture following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that Tranche of Notes will, sell Collateral (or interests therein) pledged for the benefit of Holders the Asset Pool 1 Notes in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due or additional interest on the affected Tranche. (ii) Such a sale will be permitted only if at least one of the following conditions is met: (A) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated Tranche of Notes consent; (B) the net proceeds of such sale (plus amounts on deposit in the applicable sub-Accounts and payments to be received from any applicable Derivative Agreement, any Supplemental Credit Enhancement Provider or any Supplemental Liquidity Provider) would be sufficient to pay all amounts due on the accelerated Tranche of Notes; or (C) the Indenture Trustee determines that the funds to be allocated to the accelerated Tranche of Notes, including (1) Card Series Finance Charge Amounts and Card Series Principal Amounts allocable to the accelerated Tranche of Notes, (2) payments to be received under any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement and (3) amounts on deposit in the applicable sub-Accounts, may not be sufficient on any ongoing basis to make payments on the accelerated Tranche of Notes as such payments would have become due if such obligations had not been declared due and payable, and the Holders of 66 2⁄3% of the principal amount of the accelerated Tranche of Notes consent to the sale. (iii) In the case of an acceleration of a Tranche of Notes of a Subordinated Class, if the provisions of Section 3.15 would prevent the payment of the accelerated Tranche of subordinated Notes, such sale will be delayed until a level of prefunding of the Principal Funding sub-Accounts for the Senior Classes of Notes of that Series has been reached such that the amount of such accelerated Tranche is no longer required to provide subordination for the Senior Classes of Notes. (b) If the Nominal Liquidation Amount with respect to any Tranche of Notes is greater than zero on its Legal Maturity Date (after giving effect to any adjustments, deposits and distributions otherwise to be made on that Legal Maturity Date), the Indenture Trustee shall sell Collateral (or interests therein) pledged for the benefit of the Holders of the Asset Pool 1 Notes on that Legal Maturity Date in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due and additional interest on the affected Tranche. (c) Sales proceeds received with respect to a Tranche of Notes pursuant to clause (a) or (b) will be allocated in the following priority: (i) first, to be deposited in the Principal Funding sub-Account for that Tranche of Notes, an amount up to the amount that would be necessary to increase the aggregate amount on deposit in such sub-Account to the principal amount for such Tranche of Notes (notwithstanding any limitation in Section 3.10 to the contrary); and (ii) second, to be deposited in the Interest Funding sub-Account of that Tranche of Notes, the balance of such sales proceeds. (d) Any amount remaining on deposit in the Interest Funding sub-Account for a Tranche of Notes that has caused a sale of Collateral pursuant to this Section 3.20 after final payment thereof pursuant to Section 3.5 of the Asset Pool 1 Supplement will be treated as Card Series Finance Charge Amounts.

Sale of Collateral for Accelerated Notes. (i) If a Tranche of Notes has been accelerated pursuant to Section 602 of the Indenture following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that Tranche of Notes will, sell Collateral (or interests therein) pledged for the benefit of Holders the Asset Pool 1 One Notes in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due or additional interest on the affected Tranche. (ii) Such a sale will be permitted only if at least one of the following conditions is met: (A) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated Tranche of Notes consent; (B) the net proceeds of such sale (plus amounts on deposit in the applicable sub-Accounts and payments to be received from any applicable Derivative Agreement, any Supplemental Credit Enhancement Provider or any Supplemental Liquidity Provider) would be sufficient to pay all amounts due on the accelerated Tranche of Notes; or (C) the Indenture Trustee determines that the funds to be allocated to the accelerated Tranche of Notes, including (1) Card Series Finance Charge Amounts and Card Series Principal Amounts allocable to the accelerated Tranche of Notes, (2) payments to be received under any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement and (3) amounts on deposit in the applicable sub-Accounts, may not be sufficient on any ongoing basis to make payments on the accelerated Tranche of Notes as such payments would have become due if such obligations had not been declared due and payable, and the Holders of 66 2⁄32/3% of the principal amount Holders of the accelerated Tranche of Notes consent to the sale. (iii) In the case of an acceleration of a Tranche of Notes of a Subordinated Class, if the provisions of Section 3.15 would prevent the payment of the accelerated Tranche of subordinated Notes, such sale will be delayed until a level of prefunding of the Principal Funding sub-Accounts for the Senior Classes of Notes of that Series has been reached such that the amount of such accelerated Tranche is no longer required to provide subordination for the Senior Classes of Notes. (b) If the Nominal Liquidation Amount with respect to any Tranche of Notes is greater than zero on its Legal Maturity Date (after giving effect to any adjustments, deposits and distributions otherwise to be made on that Legal Maturity Date), the Indenture Trustee shall sell Collateral (or interests therein) pledged for the benefit of the Holders of the Asset Pool 1 One Notes on that Legal Maturity Date in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due and additional interest on the affected Tranche. (c) Sales proceeds received with respect to a Tranche of Notes pursuant to clause (a) or (b) will be allocated in the following priority: (i) first, to be deposited in the Principal Funding sub-Account for that Tranche of Notes, an amount up to the amount that would be necessary to increase the aggregate amount on deposit in such sub-Account to the principal amount for such Tranche of Notes (notwithstanding any limitation in Section 3.10 to the contrary); and (ii) second, to be deposited in the Interest Funding sub-Account of that Tranche of Notes, the balance of such sales proceeds. (d) Any amount remaining on deposit in the Interest Funding sub-Account for a Tranche of Notes that has caused a sale of Collateral pursuant to this Section 3.20 after final payment thereof pursuant to Section 3.5 of the Asset Pool 1 One Supplement will be treated as Card Series Finance Charge Amounts.

Sale of Collateral for Accelerated Notes. (i) If a Tranche of Notes has been accelerated pursuant to Section 602 of the Indenture following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that Tranche of Notes will, sell Collateral (or interests therein) pledged for the benefit of Holders the Asset Pool 1 Notes in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due or additional interest on the affected Tranche. (ii) Such a sale will be permitted only if at least one of the following conditions is met: (A) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated Tranche of Notes consent; (B) the net proceeds of such sale (plus amounts on deposit in the applicable sub-Accounts and payments to be received from any applicable Derivative Agreement, any Supplemental Credit Enhancement Provider or any Supplemental Liquidity Provider) would be sufficient to pay all amounts due on the accelerated Tranche of Notes; or (C) the Indenture Trustee determines that the funds to be allocated to the accelerated Tranche of Notes, including (1) Card Series Finance Charge Amounts and Card Series Principal Amounts allocable to the accelerated Tranche of Notes, (2) payments to be received under any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement and (3) amounts on deposit in the applicable sub-Accounts, may not be sufficient on any ongoing basis to make payments on the accelerated Tranche of Notes as such payments would have become due if such obligations had not been declared due and payable, and the Holders of 66 2⁄3% 66?% of the principal amount of the accelerated Tranche of Notes consent to the sale. (iii) In the case of an acceleration of a Tranche of Notes of a Subordinated Class, if the provisions of Section 3.15 would prevent the payment of the accelerated Tranche of subordinated Notes, such sale will be delayed until a level of prefunding of the Principal Funding sub-Accounts for the Senior Classes of Notes of that Series has been reached such that the amount of such accelerated Tranche is no longer required to provide subordination for the Senior Classes of Notes. (b) If the Nominal Liquidation Amount with respect to any Tranche of Notes is greater than zero on its Legal Maturity Date (after giving effect to any adjustments, deposits and distributions otherwise to be made on that Legal Maturity Date), the Indenture Trustee shall sell Collateral (or interests therein) pledged for the benefit of the Holders of the Asset Pool 1 Notes on that Legal Maturity Date in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due and additional interest on the affected Tranche. (c) Sales proceeds received with respect to a Tranche of Notes pursuant to clause (a) or (b) will be allocated in the following priority: (i) first, to be deposited in the Principal Funding sub-Account for that Tranche of Notes, an amount up to the amount that would be necessary to increase the aggregate amount on deposit in such sub-Account to the principal amount for such Tranche of Notes (notwithstanding any limitation in Section 3.10 to the contrary); and (ii) second, to be deposited in the Interest Funding sub-Account of that Tranche of Notes, the balance of such sales proceeds. (d) Any amount remaining on deposit in the Interest Funding sub-Account for a Tranche of Notes that has caused a sale of Collateral pursuant to this Section 3.20 after final payment thereof pursuant to Section 3.5 of the Asset Pool 1 Supplement will be treated as Card Series Finance Charge Amounts.