Common use of Distributions of Optional Prepayments of Series Clause in Contracts

Distributions of Optional Prepayments of Series. 2025-1 Class A-2 Notes. On the Series 2025-1 Prepayment Date for each Series 2025-1 Prepayment to be made pursuant to Section 3.6(g) in respect of any Tranche of the Series 2025-1 Class A-2 Notes, the Trustee shall, in accordance with Section 6.1 of the Base Indenture (except that, notwithstanding anything to the contrary therein, references to the distributions being made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 2025-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date), the Issuer shall provide the Trustee with a written report (an “Optional Prepayment Issuer Order”) instructing the Trustee to distribute to the Series 2025-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2025-1 Class A-2 Outstanding Principal Amount, the Series 2025-1 Prepayment Amount deposited in the Series 2025-1 Class A-2 Distribution Account in order to repay the applicable portion of the Series 2025-1 Class A-2 Outstanding Principal Amount and any Series 2025-1 Class A-2 Make-Whole Prepayment Consideration deposited in the Series 2025-1 Class A-2 Distribution Account. If the Series 2025-1 Class A-2 Notes are paid in whole on a Series 2025-1 Prepayment Date that is not a Quarterly Payment Date, the Optional Prepayment Issuer Order provided to the Trustee pursuant to Section 3.6(h) shall instruct the Trustee to (A) first, withdraw the amount on deposit in the Collection Account on such Series 2025-1 Prepayment Date for allocation or payment in accordance with Section 5.11 of the Base Indenture (other than with respect to any Senior Notes Interest Reserve Account Deficit Amount pursuant to priority (ix) of the Priority of Payments); provided that notwithstanding anything to the contrary therein, for the purpose of such allocation or payment (i) only the Series 2025-1 Class A-2 Notes shall be deemed to be Outstanding, (ii) any unpaid Series 2025-1 Class A-2 Quarterly Interest Amount shall be due and payable only with respect to the period beginning on the first day of the most recent Interest Accrual Period and ending on such Series 2025-1 Prepayment Date, (iii) references to “Weekly Allocation Date” shall be deemed to refer to such Series 2025-1 Prepayment Date and (iv) any Obligations not allocable to a particular Series or Class of Notes shall only be due and payable in the amount allocated ratably to the Series 2025-1 Class A-2 Notes by the Manager based on the Outstanding Principal Amount of the Series 2025-1 Class A-2 Notes relative to the Outstanding Principal Amount on such Series 2025-1 Prepayment Date; provided that any unreimbursed Advances (and interest thereon at the Advance Interest Rate) shall be due and payable in full, and (B) second, distribute to the Series 2025-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2025-1 Class A-2 Outstanding Principal Amount, the amounts on deposit in the Indenture Trust Accounts or other available amounts, in each case allocable to the Series 2025-1 Class A-2 Notes.

Distributions of Optional Prepayments of Series. 20252019-1 Class A-2 Notes. On . (i) No later than five (5) Business Days prior to the Series 20252019-1 Prepayment Date for each Series 20252019-1 Prepayment to be made pursuant to Section 3.6(g3.6(f) in respect of the Series 2019-1 Class A-2 Notes, the Co-Issuers shall provide the Trustee with a written report instructing the Trustee to deposit the amounts set forth in such report (which shall include such amounts set forth in Section 3.6(f)(i)(C) or Section 3.6(f)(ii)(A) (after giving effect to the deposit set forth in Section 3.6(i)(iii)), as applicable), and in each case due and payable to the applicable Series 2019-1 Class A-2 Noteholders on such Series 2019-1 Prepayment Date, to the Series 2019-1 Class A-2 Distribution Account and thereafter apply the amounts on deposit therein in accordance with this Section 3.6(i). Such written report may be consolidated with additional payment instructions as necessary to effect other distributions occurring on, or substantially concurrently with, such Series 2019-1 Prepayment Date. (ii) On the Series 2019-1 Prepayment Date for each Series 2019-1 Prepayment to be made pursuant to Section 3.6(f) in respect of any Tranche one or more Tranches of the Series 20252019-1 Class A-2 Notes, the Trustee shall, in accordance with Section 6.1 of the Base Indenture (except that, notwithstanding anything to the contrary therein, references to the distributions being made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 20252019-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date), the Issuer shall provide the Trustee with a written report (an “Optional Prepayment Issuer Order”) instructing the Trustee to distribute to the Series 2025-1 Class A-2 Noteholders of the applicable Tranche of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2025-1 Class A-2 Outstanding Principal AmountAmount of such Tranche, the Series 2025-1 Prepayment Amount deposited amount on deposit in the Series 20252019-1 Class A-2 Distribution Account in order to repay pay (without duplication) (A) the applicable portion of the Series 2025-1 Class A-2 Outstanding Principal Amount of such Tranche and any applicable Series 20252019-1 Class A-2 Make-Whole Prepayment Consideration deposited with respect thereto, (B) in the Series 2025-1 Class A-2 Distribution Account. If the Series 2025-1 Class A-2 Notes are paid in whole case of an optional prepayment on a Series 20252019-1 Prepayment Date that is not a Quarterly Payment Date, interest on such portion of the Optional Outstanding Principal Amount of such Tranche being prepaid, and (C) in the case of an optional prepayment in whole, the outstanding monetary Obligations described in Section 3.6(f)(ii)(A), in each case due and payable on such Series 2019-1 Prepayment Issuer Order provided Date. (iii) If a Tranche is paid in whole on a Series 2019-1 Prepayment Date that is not a Weekly Allocation Date, the Co-Issuers shall have the option to the Trustee pursuant to Section 3.6(h) shall instruct the Trustee to (A) first, withdraw the amount amounts on deposit in the Collection Account on such Series 2025-1 Prepayment Date for allocation or payment in accordance with Section 5.11 of the Base Indenture (other than with respect to any Senior Notes Interest Reserve Account Deficit Amount pursuant to priority (ix) of the Priority of Payments); provided that notwithstanding anything to the contrary therein, for the purpose of such allocation or payment (i) only the Series 2025-1 Class A-2 Notes shall be deemed to be Outstanding, (ii) any unpaid Series 2025-1 Class A-2 Quarterly Interest Amount shall be due and payable only with respect to the period beginning on the first day of the most recent Interest Accrual Period and ending on such Series 2025-1 Prepayment Date, (iii) references to “Weekly Allocation Date” shall be deemed to refer to such Series 20252019-1 Prepayment Date and (iv) any Obligations not allocable to a particular Series or Class of Notes shall only be due and payable deposit such amounts in the amount allocated ratably to the Series 20252019-1 Class A-2 Notes by Distribution Account, so long as the Manager based Residual Amount on the Outstanding Principal Amount of the Series 2025-1 Class A-2 Notes relative to the Outstanding Principal Amount on Weekly Allocation Date immediately following such Series 20252019-1 Prepayment Date; provided that any unreimbursed Advances (and interest thereon at the Advance Interest Rate) Date shall be due and payable in full, and (B) second, distribute to the Series 2025-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2025-1 Class A-2 Outstanding Principal Amount, the amounts on deposit in the Indenture Trust Accounts or other available amounts, in each case allocable to the Series 2025-1 Class A-2 Notesgreater than zero.

Distributions of Optional Prepayments of Series. 2025-1 Class A-2 Notes. (i) No later than five (5) Business Days prior to the Series 2025-1 Prepayment Date for each Series 2025-1 Prepayment to be made pursuant to Section 3.6(f) in respect of the Series 2025-1 Class A-2 Notes, the Co-Issuers shall provide the Trustee with a written report (“Optional Prepayment Issuer Order”) instructing the Trustee to deposit the amounts set forth in such Optional Prepayment Issuer Order. Such Optional Prepayment Issuer Order shall include (A) the Series 2025-1 Prepayment Amount to be transferred from the Collection Account to the Series 2025-1 Class A-2 Distribution Account and/or if applicable, the source of other funds to be deposited into the Series 2025-1 Class A-2 Distribution Account for such prepayment, (B) the amount to be distributed to the Series 2025-1 Class A-2 Notes in respect of principal, interest and, if any, Series 2025-1 Class A-2 Make-Whole Prepayment Consideration, (C) if any Series 2025-1 Class A-2 Notes are not Book-entry Notes, the portion of such distributions to be made to each such Noteholder, (D) confirmation that the conditions set forth in Section 3.6(f)(ii)(C) or Section 3.6(f)(iii)(A), as applicable, have been satisfied and confirmation that the condition set forth in Section 3.6(i)(iii) has been satisfied. Such Optional Prepayment Issuer Order may be consolidated with additional payment instructions as necessary to effect other distributions occurring on, or substantially concurrently with, such Series 2025-1 Prepayment Date. (ii) On the Series 2025-1 Prepayment Date for each Series 2025-1 Prepayment to be made pursuant to Section 3.6(g) in respect of any Tranche of the Series 2025-1 Class A-2 Notes3.6(f), the Trustee shall, in accordance with Section 6.1 of the Base Indenture (except that, notwithstanding anything to the contrary therein, references to the distributions being made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 2025-1 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date), the Issuer shall provide the Trustee with a written report (an “Optional Prepayment Issuer Order”) instructing the Trustee to distribute to the Series 2025-1 Class A-2 Noteholders of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2025-1 Class A-2 Outstanding Principal Amount, the Series 2025-1 Prepayment Amount deposited amount on deposit in the Series 2025-1 Class A-2 Distribution Account in order to repay pay (without duplication) (A) the applicable portion of the Series 2025-1 Class A-2 Outstanding Principal Amount and any Series 2025-1 Class A-2 Make-Whole Prepayment Consideration deposited with respect thereto, (B) in the case of an optional prepayment on a Series 2025-1 Class A-2 Distribution Account. Prepayment Date that is not a Quarterly Payment Date, interest on such portion of the Outstanding Principal Amount being prepaid, and (C) in the case of an optional prepayment in whole, the outstanding monetary Obligations described in Section 3.6(f)(iii)(A), in each case due and payable on such Series 2025-1 Prepayment Date. (iii) If the Series 2025-1 Class A-2 Notes are paid in whole on a Series 2025-1 Prepayment Date that is not a Quarterly Payment Weekly Allocation Date, the Optional Prepayment Issuer Order provided Co-Issuers shall have the option to the Trustee pursuant to Section 3.6(h) shall instruct the Trustee to (A) first, withdraw the amount amounts on deposit in the Collection Account on such Series 2025-1 Prepayment Date for allocation or payment in accordance with Section 5.11 of the Base Indenture (other than with respect to any Senior Notes Interest Reserve Account Deficit Amount pursuant to priority (ix) of the Priority of Payments); provided that notwithstanding anything to the contrary therein, for the purpose of such allocation or payment (i) only and deposit the Series 2025-1 Class A-2 Notes shall be deemed to be Outstanding, (ii) any unpaid Series 2025-1 Class A-2 Quarterly Interest Prepayment Amount shall be due and payable only with respect to the period beginning on the first day of the most recent Interest Accrual Period and ending on such Series 2025-1 Prepayment Date, (iii) references to “Weekly Allocation Date” shall be deemed to refer to such Series 2025-1 Prepayment Date and (iv) any Obligations not allocable to a particular Series or Class of Notes shall only be due and payable in the amount allocated ratably to the Series 2025-1 Class A-2 Notes by the Manager based on the Outstanding Principal Amount of in the Series 2025-1 Class A-2 Notes relative to Distribution Account, so long as the Outstanding Principal Amount condition set forth in Section 3.6(f)(iii)(B) will be satisfied on such Series 2025-1 Prepayment Date; provided Date and Co-Issuers (or the Manager on their behalf) determine that any unreimbursed Advances (and interest thereon at the Advance Interest Rate) shall be due and payable in full, and (B) second, distribute to Residual Amount on the Weekly Allocation Date immediately following such Series 2025-1 Class A-2 Noteholders Prepayment Date shall be greater than zero. The delivery of record on the preceding Prepayment Record Date on a pro rata basis, based on their respective portion of the Series 2025-1 Class A-2 Outstanding Principal Amount, the amounts on deposit in the Indenture Trust Accounts or other available amounts, in each case allocable any such instruction to the Series 2025Trustee shall be deemed to be a certification from the Co-1 Class A-2 NotesIssuers or the Manager, as applicable, as to the satisfaction of such conditions, on which the Trustee may conclusively rely.