Common use of Mandatory Decrease Clause in Contracts

Mandatory Decrease. Whenever (i) a Series 2009-1 Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Enhancement Deficiency, HVF shall apply funds in the Series 2009-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero (each reduction of the Series 2009-1 Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 2009-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Note Purchase Agreement). Such Mandatory Decrease shall be ratably allocated among the Series 2009-1 Noteholders, based on their respective portion of the Series 2009-1 Principal Amount prior to giving effect to such Mandatory Decrease. Upon discovery of such Series 2009-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Excess Principal Event, HVF shall promptly, but in any event within 5 Business Days, deliver written notice (by facsimile with original to follow by mail) of any related Mandatory Decreases to the Trustee.

Mandatory Decrease. Whenever (i) a Series 20092019-1 Enhancement Deficiency exists3 Class A-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Enhancement Deficiency, HVF shall apply funds in sufficient to decrease the Series 20092019-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 3 Class A-1 Outstanding Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases such decrease of the Series 20092019-1 3 Class A-1 Outstanding Principal Amount on such Payment Datedate, no such Series 20092019-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 3 Class A-1 Excess Principal Event shall exist and (y) the amount that would reduce decrease the Series 20092019-1 3 Class A-1 Outstanding Principal Amount to zero (each reduction decrease of the Series 20092019-1 3 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 2009shall be due and payable on the Weekly Allocation Date immediately following the date on which a Manager or a Co-1 Commercial Paper discounts and interest scheduled to accrue through the maturity Issuer obtains knowledge of such Series 20092019-1 Commercial Paper3 Class A-1 Excess Principal Event, in accordance with the Priority of Payments. The Trustee shall distribute each Mandatory Decrease pursuant to the written direction of the Co-Issuers (or the Managers on their behalf) in the applicable Weekly Manager’s Certificate, which shall include the calculation of such Mandatory Decrease and distribution instructions in accordance with Section 4.02 of the Class A-1 Note Purchase Agreement. Any associated Series 2019-3 Class A-1 Breakage Amounts incurred as a result of such decrease Mandatory Decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease ) shall be ratably allocated among deposited into the applicable Collection Accounts for allocation as Series 20092019-1 Noteholders, based 3 Class A-1 Notes Other Amounts pursuant to the Priority of Payments on their respective portion of the Series 2009-1 Principal Amount prior Weekly Allocation Date related to giving effect to the Weekly Manager’s Certificate indicating such Mandatory Decrease. Upon discovery obtaining Actual Knowledge of such a Series 20092019-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 3 Class A-1 Excess Principal Event, HVF shall the Co-Issuers promptly, but in any event within 5 two (2) Business Days, shall deliver written notice (by facsimile with original to follow by mailor e-mail of a PDF or other similar format file) of the need for any related such Mandatory Decreases to the TrusteeTrustee and the Administrative Agent.

Mandatory Decrease. Whenever (i) a Series 20092014-1 Enhancement Deficiency existsClass A-1 Excess Principal Event shall have occurred, then, on or before 10:00 a.m. (New York City time) on the Payment Date fourth Business Day immediately following discovery the date on which the Manager or any Co-Issuer obtains knowledge of such Series 20092014-1 Enhancement DeficiencyClass A-1 Excess Principal Event, HVF the Co-Issuers shall apply funds deposit in the Series 20092014-1 Excess Collection Class A-1 Distribution Account the amount of funds referred to in the next sentence and shall direct the Trustee in writing to distribute such funds in accordance with Section 3.2(f) 4.02 of this Series Supplement, to make a pro rata reduction in the Series 20092014-1 Class A-1 Note Purchase Agreement. Such written direction of the Co-Issuers shall include a report that will provide for the distribution of (i) funds sufficient to decrease the Series 2014-1 Class A-1 Outstanding Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases such decrease of the Series 20092014-1 Class A-1 Outstanding Principal Amount on such Payment Datedate, no such Series 20092014-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would reduce decrease the Series 20092014-1 Class A-1 Outstanding Principal Amount to zero (each reduction decrease of the Series 20092014-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), or any other required payment of principal in respect of the Series 2014-1 Class A-1 Notes pursuant to Section 3.6 of this Series Supplement, a “Mandatory Decrease”), plus (ii) plus, with respect to each clause above, any associated breakage costs (including Series 20092014-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 20092014-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease shall be ratably allocated among the Series 20092014-1 Noteholders, based on their respective portion Class A-1 Noteholders in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20092014-1 Principal Amount prior to giving effect to such Mandatory DecreaseClass A-1 Note Purchase Agreement. Upon discovery obtaining knowledge of such a Series 20092014-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Class A-1 Excess Principal Event, HVF shall the Co-Issuers promptly, but in any event within 5 two (2) Business Days, shall deliver written notice (by facsimile or e-mail with original to follow by mail) of the need for any related such Mandatory Decreases to the Trustee and the Series 2014-1 Class A-1 Administrative Agent. In connection with any Mandatory Decrease, the Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).

Mandatory Decrease. Whenever (i) a Series 20092004-1 4 Enhancement Deficiency exists, then, on or before the Payment Distribution Date immediately following discovery of such Series 20092004-1 4 Enhancement Deficiency, HVF ARG shall apply funds allocate to and deposit in the Series 20092004-1 4 Excess Collection Account to be applied in accordance with Section 3.2(f3.2(e) of this Series Supplementhereof, a principal payment to make a pro rata reduction in decrease the Series 20092004-1 Principal 4 Invested Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 20092004-1 Principal 4 Invested Amount on such Payment Distribution Date, no such Series 20092004-1 4 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Distribution Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF ARG shall allocate to and deposit in the Series 20092004-1 4 Excess Collection Account to be applied in accordance with Section 3.2(f3.2(e) of this Series Supplementhereof, funds a principal payment to make a pro rata reduction in decrease the Series 20092004-1 Principal 4 Invested Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 20092004-1 4 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero (each reduction of the Series 20092004-1 Principal 4 Invested Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 2009-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Note Purchase Agreement). Such Mandatory Decrease shall be ratably allocated among the Series 20092004-1 4 Noteholders, based on their respective portion of the Series 20092004-1 Principal Amount prior to giving effect to such Mandatory Decrease4 Invested Amount. Upon discovery of such a Series 20092004-1 4 Enhancement Deficiency, Deficiency or Aggregate Asset Amount Deficiency or Series 2009-1 Excess Principal EventDeficiency, HVF shall ARG promptly, but in any event within 5 Business Days10 days, shall deliver written notice (by facsimile with original to follow by mail) of any related such Mandatory Decreases to the Trustee.

Mandatory Decrease. Whenever (i) If on any date a Series 20092010-1 Enhancement Deficiency exists, then, on or before then ZVF shall instruct the Payment Date immediately following discovery of such Series 2009-1 Enhancement Deficiency, HVF shall apply funds in Trustee to withdraw from the Series 20092010-1 Excess Collection Account funds in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Principal Amount (subject an amount equal to the limitations specified in Section 2.2(c) below) by the lesser least of (x) the amount necessary, so that after giving effect to all Decreases of the Series 20092010-1 Principal Amount on such Payment Datedate, no such Series 20092010-1 Enhancement Deficiency shall exist and exist, (y) the amount that would reduce the Series 20092010-1 Principal Amount and (z) the amount of Principal Collections on deposit in the Series 2010-1 Excess Collection Account on such date and available for distribution to zeroeffect a Mandatory Decrease pursuant to Section 3.2(e) of this Series Supplement, and distribute such amount pro rata to the Series 2010-1 Noteholders in respect of principal on the Series 2010-1 Notes in accordance with Section 3.5(e) of this Series Supplement (in accordance with and subject to the limitations specified in Section 2.2(d) below). (ii) If on any date an Aggregate Asset Amount Deficiency exists, then, on or before then ZVF shall instruct the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate Trustee to and deposit in withdraw from the Series 20092010-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser least of (x) the Series 20092010-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and Deficiency, (y) the Series 20092010-1 Principal Amount as of the date of application of such funds and (iiiz) a Series 2009-1 Excess the amount of Principal Event shall have occurred, then, Collections on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 20092010-1 Excess Collection Account on such date and available for distribution to be applied in accordance with effect a Mandatory Decrease pursuant to Section 3.2(f3.2(e) of this Series Supplement, funds to make a and distribute such amount pro rata reduction in to the Series 20092010-1 Principal Amount Noteholders in respect of principal on the Series 2010-1 Notes in accordance with Section 3.5(e) of this Series Supplement (in accordance with and subject to the limitations specified in Section 2.2(c2.2(d) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero (each reduction of the Series 20092010-1 Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”). (iii) plus, with With respect to each clause aboveany Mandatory Decrease of the Series 2010-1 Principal Amount, ZVF shall also instruct the Trustee to withdraw from the Series 2010-1 Excess Collection Account funds in an amount equal to any associated breakage costs (including Series 2009-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) incurred as a result of such decrease Mandatory Decrease (paid together with such Mandatory Decrease and calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with repurchases) to pay such costs pursuant to Section 3.06 3.2(e) of this Series Supplement. (iv) Each Mandatory Decrease of the Series 20092010-1 Note Purchase Agreement). Such Mandatory Decrease Principal Amount shall be ratably allocated among the Series 20092010-1 Noteholders, based on their respective portion of the Series 20092010-1 Principal Amount prior to giving effect to such Mandatory Decrease. Upon discovery of such a Series 20092010-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Excess Principal EventDeficiency, HVF ZVF shall promptly, but in any event within 5 Business Days, promptly deliver written notice (by facsimile with original to follow by mail) of any related Mandatory Decreases to the Trustee.

Mandatory Decrease. Whenever (i) a Series 2009-1 Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Enhancement Deficiency, HVF shall apply funds in the Series 2009-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero (each reduction of the Series 2009-1 Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 2009-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) incurred as a result of such decrease (calculated and payable in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Note Purchase Agreement). Such Mandatory Decrease shall be ratably allocated among the Series 2009-1 Noteholders, based on their respective portion of the Series 2009-1 Principal Amount prior to giving effect to such Mandatory Decrease. Upon discovery of such Series 2009-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Excess Principal Event, HVF shall promptly, but in any event within 5 Business Days, deliver written notice (by facsimile with original to follow by mail) of any related Mandatory Decreases to the Trustee.with

Mandatory Decrease. Whenever (i) a Series 20092022-1 Enhancement Deficiency existsClass A-1 Excess Principal Event shall have occurred, then, on or before funds sufficient to decrease the Payment Date immediately following discovery of such Series 20092022-1 Enhancement Deficiency, HVF shall apply funds in the Series 2009-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Class A-1 Outstanding Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases such decrease of the Series 20092022-1 Class A-1 Outstanding Principal Amount on such Payment Datedate, no such Series 20092022-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would reduce decrease the Series 20092022-1 Class A-1 Outstanding Principal Amount to zero (each reduction decrease of the Series 20092022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 2009shall be due and payable on the Weekly Allocation Date immediately following the date on which a Manager or a Co-1 Commercial Paper discounts and interest scheduled to accrue through the maturity Issuer obtains knowledge of such Series 20092022-1 Commercial PaperClass A-1 Excess Principal Event, in accordance with the Priority of Payments. The Trustee shall distribute each Mandatory Decrease pursuant to the written direction of the Co-Issuers (or the Managers on their behalf) in the applicable Weekly Manager’s Certificate, which shall include the calculation of such Mandatory Decrease and distribution instructions in accordance with Section 4.02 of the Series 2022-1 Class A-1 Note Purchase Agreement. Any associated Series 2022-1 Class A-1 Breakage Amounts incurred as a result of such decrease Mandatory Decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 20092022-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease ) shall be ratably allocated among deposited into the applicable Collection Accounts for allocation as Series 20092022-1 Noteholders, based Class A-1 Notes Other Amounts pursuant to the Priority of Payments on their respective portion of the Series 2009-1 Principal Amount prior Weekly Allocation Date related to giving effect to the Weekly Manager’s Certificate indicating such Mandatory Decrease. Upon discovery obtaining Actual Knowledge of such a Series 20092022-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Class A-1 Excess Principal Event, HVF shall the Co-Issuers promptly, but in any event within 5 two (2) Business Days, shall deliver written notice (by facsimile with original to follow by maile-mail of a PDF or other similar format file) of the need for any related such Mandatory Decreases to the TrusteeTrustee and the Series 2022-1 Class A-1 Administrative Agent.

Mandatory Decrease. Whenever (i) a Series 2009-1 Class Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Class Enhancement Deficiency, HVF shall apply funds in the Series 20092005-1 4 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Class A Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Class A Principal Amount on such Payment Date, no such Series 2009-1 Class Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Class A Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 20092005-1 4 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Class A Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 20092005-1 4 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Class A Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Class A Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Class A Excess Principal Event, HVF shall allocate to and deposit in the Series 20092005-1 4 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Class A Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Class A Principal Amount on such Payment Date, no such Series 2009-1 Class A Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Class A Principal Amount to zero (each reduction of the Series 2009-1 Class A Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) ); plus, with respect to each clause above, any associated breakage costs (including Series 2009-1 Class A Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Class A Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 7.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Note Purchase Agreementrepurchases). Such Mandatory Decrease shall be ratably allocated among the Series 2009-1 Class A Noteholders, based on their respective portion of the Series 2009-1 Class A Principal Amount prior to giving effect to such Mandatory DecreaseAmount. Upon discovery of such Series 2009-1 a Class Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Class A Excess Principal Event, HVF shall promptly, but in any event within 5 Business Days, shall deliver written notice (by facsimile with original to follow by mail) of any related such Mandatory Decreases to the Trustee.

Mandatory Decrease. Whenever (i) a Series 20092007-1 Enhancement Deficiency existsClass A-1 Excess Principal Event shall have occurred, then, on or before the Payment Date third Business Day immediately following written notice from the Indenture Trustee or the Series 2007-1 Class A-1 Administrative Agent to the Servicer or discovery by a Responsible Officer of the Servicer of such Series 20092007-1 Enhancement DeficiencyClass A-1 Excess Principal Event, HVF the Co-Issuers shall, and the Servicer shall apply funds cause the Co-Issuers to, deposit in the Series 20092007-1 Excess Collection Class A-1 Distribution Account the amount of funds referred to in the next sentence and direct the Indenture Trustee in writing to distribute such funds in accordance with Section 3.2(f) 4.02 of this Series Supplement, to make a pro rata reduction in the Series 20092007-1 Class A-1 Note Purchase Agreement. Such written direction shall include a report that will provide for the distribution of (i) funds sufficient to decrease the Series 2007-1 Class A-1 Outstanding Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases such decrease of the Series 20092007-1 Class A-1 Outstanding Principal Amount on such Payment Datedate, no such Series 20092007-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would reduce decrease the Series 20092007-1 Class A-1 Outstanding Principal Amount to zero (each reduction decrease of the Series 20092007-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a3.2(a), or any other required payment of principal in respect of the Series 2007-1 Class A-1 Notes pursuant to Section 4.7 of this Series 2007-1 Supplement, a “Mandatory Decrease”), plus (ii) plus, with respect to each clause above, any associated breakage costs (including Series 20092007-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 20092007-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease shall be ratably allocated among the Series 20092007-1 Noteholders, based on their respective portion Class A-1 Noteholders in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20092007-1 Principal Amount prior to giving effect to such Mandatory DecreaseClass A-1 Note Purchase Agreement. Upon discovery of such a Series 20092007-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Class A-1 Excess Principal Event, HVF shall the Co-Issuers promptly, but in any event within 5 one (1) Business DaysDay, shall deliver written notice (by facsimile with original to follow by mail) of the need for any related such Mandatory Decreases to the Indenture Trustee, the Series 2007-1 Class A Insurer and the Series 2007-1 Class A-1 Administrative Agent.

Mandatory Decrease. Whenever (i) a Series 2009-1 Class Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Class Enhancement Deficiency, HVF shall apply funds in the Series 20092005-1 3 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Class A-1 Principal Amount and the Class A-2 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Class A Principal Amount on such Payment Date, no such Series 2009-1 Class Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Class A Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 20092005-1 3 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Class A-1 Principal Amount and the Class A-2 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 20092005-1 3 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Class A Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Class A Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Class A Excess Principal Event, HVF shall allocate to and deposit in the Series 20092005-1 3 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Class A-1 Principal Amount and the Class A-2 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Class A Principal Amount on such Payment Date, no such Series 2009-1 Class A Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Class A Principal Amount to zero (each reduction of the Series 2009-1 Class A Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) ); plus, with respect to each clause above, any associated breakage costs (including Series 2009-1 Class A Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Class A Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 7.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Note Purchase Agreementrepurchases). Such Mandatory Decrease shall be ratably allocated among the Series 2009-1 Class A Noteholders, based on their respective portion of the Series 2009-1 Class A Principal Amount prior to giving effect to such Mandatory DecreaseAmount. Upon discovery of such Series 2009-1 a Class Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Class A Excess Principal Event, HVF shall promptly, but in any event within 5 Business Days, shall deliver written notice (by facsimile with original to follow by mail) of any related such Mandatory Decreases to the Trustee.

Mandatory Decrease. Whenever (i) a Series 20092019-1 Enhancement Deficiency exists3 Class A-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Enhancement Deficiency, HVF shall apply funds in sufficient to decrease the Series 20092019-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 3 Class A-1 Outstanding Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases such decrease of the Series 20092019-1 3 Class A-1 Outstanding Principal Amount on such Payment Datedate, no such Series 20092019-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 3 Class A-1 Excess Principal Event shall exist and (y) the amount that would reduce decrease the Series 20092019-1 3 Class A-1 Outstanding Principal Amount to zero (each reduction decrease of the Series 20092019-1 3 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 2009shall be due and payable on the Weekly Allocation Date immediately following the date on which thea Manager or the a Co-1 Commercial Paper discounts and interest scheduled to accrue through the maturity Issuer obtains knowledge of such Series 20092019-1 Commercial Paper3 Class A-1 Excess Principal Event, in accordance with the Priority of Payments. The Trustee shall distribute each Mandatory Decrease pursuant to the written direction of the IssuerCo-Issuers (or the Managers on their behalf) in the applicable Weekly Manager’s Certificate, which shall include the calculation of such Mandatory Decrease and distribution instructions in accordance with Section 4.02 of the Class A-1 Note Purchase Agreement. Any associated Series 2019-3 Class A-1 Breakage Amounts incurred as a result of such decrease Mandatory Decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease ) shall be ratably allocated among deposited into the applicable Collection AccountAccounts for allocation as Series 20092019-1 Noteholders, based 3 Class A-1 Notes Other Amounts pursuant to the Priority of Payments on their respective portion of the Series 2009-1 Principal Amount prior Weekly Allocation Date related to giving effect to the Weekly Manager’s Certificate indicating such Mandatory Decrease. Upon discovery obtaining Actual Knowledge of such a Series 20092019-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 3 Class A-1 Excess Principal Event, HVF shall the IssuerCo-Issuers promptly, but in any event within 5 two (2) Business Days, shall deliver written notice (by facsimile with original to follow by mailor e-mail of a PDF or other similar format file) of the need for any related such Mandatory Decreases to the TrusteeTrustee and the Administrative Agent.

Mandatory Decrease. Whenever (i) a Series 20092008-1 Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series 20092008-1 Enhancement Deficiency, HVF shall apply funds in the Series 20092008-1 Excess Collection Account in accordance with Section 3.2(f3.2(e) of this Series Supplement, to make a pro rata reduction in the Series 20092008-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 20092008-1 Principal Amount on such Payment Date, no such Series 20092008-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 20092008-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 20092008-1 Excess Collection Account to be applied in accordance with Section 3.2(f3.2(e) of this Series Supplement, funds to make a pro rata reduction in the Series 20092008-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 20092008-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 20092008-1 Principal Amount as of the date of application of such funds and (iii) a Series 20092008-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 20092008-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 20092008-1 Excess Collection Account to be applied in accordance with Section 3.2(f3.2(e) of this Series Supplement, funds to make a pro rata reduction in the Series 20092008-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 20092008-1 Principal Amount on such Payment Date, no such Series 20092008-1 Excess Principal Event shall exist and (y) the amount that would reduce the Series 20092008-1 Principal Amount to zero (each reduction of the Series 20092008-1 Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) ); plus, with respect to each clause above, any associated breakage costs (including Series 20092008-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 20092008-1 Commercial Paper) incurred as a result of such decrease (paid together with such decrease calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Note Purchase Agreementrepurchases). Such Mandatory Decrease shall be ratably allocated among the Series 20092008-1 Noteholders, based on their respective portion of the Series 20092008-1 Principal Amount prior to giving effect to such Mandatory Decrease. Upon discovery of such a Series 20092008-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 20092008-1 Excess Principal Event, HVF shall promptly, but in any event within 5 Business Days, shall deliver written notice (by facsimile with original to follow by mail) of any related such Mandatory Decreases to the Trustee.

Mandatory Decrease. Whenever Without limiting Section 8.1 hereof, if on any date of determination the Issuer Interest in the Series 2007-A Asset Pool as of the end of the prior Settlement Period is less than the Minimum Issuer Interest, then (i) a Series 2009-1 Enhancement Deficiency exists, thenunless, on or before the Payment Date immediately following discovery of such succeeding Series 2009Transfer Date, BWF transfers Additional Loans to the Series 2007-1 Enhancement Deficiency, HVF shall apply funds A Asset Pool and increases the Issuer Interest in the Series 20092007-1 Excess Collection A Asset Pool so that it is greater than or equal to the Minimum Issuer Interest), on or before the following Payment Date, the Issuer shall deposit or cause to be deposited into the Series 2007-A Payment Account from Available Investor Principal Collections, amounts otherwise payable to the Issuer (to the extent not required to be paid pursuant to Section 6.8) or other amounts so designated to be applied in accordance with Section 3.2(f) of this Series Supplement6.6(e), a principal payment to make a pro rata reduction in decrease the Series 20092007-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) A Invested Amount, by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 20092007-1 Principal A Invested Amount on such the related Payment Date, no such Series 2009-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit Issuer Interest in the Series 20092007-1 Excess Collection Account to A Asset Pool shall be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount greater than or equal to the lesser of Minimum Issuer Interest (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of each such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases decrease of the Series 20092007-1 Principal Amount on such Payment Date, no such Series 2009-1 Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero (each reduction of the Series 2009-1 Principal A Invested Amount pursuant to this Section 2.2(a2.3(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 2009-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of ). Each such Series 2009-1 Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 Mandatory Decrease of the Series 20092007-1 A Invested Amount shall cause the Series 2007-A Note Purchase Agreement)Principal to be decreased by an equal amount. Such Each such Mandatory Decrease shall be ratably allocated among the on a pro rata basis for all Notes, and Mandatory Decreases of all VFN Series 2009-1 Noteholders, based of Fifth Third shall occur on their respective portion of the Series 2009-1 Principal Amount prior a pro rata basis subject to giving effect to Section 2.2(e). Upon such Mandatory Decrease. Upon discovery , the Servicer, on behalf of the Issuer, shall reflect such Decrease in the next Series 20092007-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Excess Principal Event, HVF shall promptly, but in any event within 5 Business Days, deliver written notice (by facsimile with original to follow by mail) of any related Mandatory Decreases to the TrusteeA Servicer Certificate.

Mandatory Decrease. Whenever (i) a Series 20092016-1 Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Enhancement Deficiency, HVF shall apply funds in the Series 2009-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Class A-1 Excess Principal Event shall have occurred, then, on or before the Payment Date second Business Day immediately following discovery the date on which the Manager or any Co-Issuer obtains knowledge of such Series 20092016-1 Class A-1 Excess Principal Event, HVF Event the Co-Issuers shall allocate to and deposit in the Series 20092016-1 Excess Collection Class A-1 Distribution Account the amount of funds referred to be applied in the next sentence and shall direct the Trustee in writing to distribute such funds in accordance with the order of distribution of principal payments set forth in Section 3.2(f) 4.02 of this Series Supplement, funds to make a pro rata reduction in the Series 20092016-1 Class A-1 Note Purchase Agreement. Such written direction of the Co-Issuers shall include a report that will provide for the distribution of (i) funds sufficient to decrease the Series 2016-1 Class A-1 Outstanding Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessarynecessary so that, so that after giving effect to all Decreases such decrease of the Series 20092016-1 Class A-1 Outstanding Principal Amount on such Payment Datedate, no such Series 20092016-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would reduce decrease the Series 20092016-1 Class A-1 Outstanding Principal Amount to zero (each reduction decrease of the Series 20092016-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), or any other required payment of principal in respect of the Series 2016-1 Class A-1 Notes pursuant to Section 3.6 of this Series Supplement, a “Mandatory Decrease”) plus, with respect to each clause above, plus (ii) any associated breakage costs (including Series 2009-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) Breakage Amounts incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 20092016-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease shall be ratably allocated among the Series 20092016-1 Noteholders, based on their respective portion Class A-1 Noteholders in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20092016-1 Principal Amount prior to giving effect to such Mandatory DecreaseClass A-1 Note Purchase Agreement. Upon discovery obtaining knowledge of such a Series 20092016-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Class A-1 Excess Principal Event, HVF shall the Co-Issuers promptly, but in any event within 5 two (2) Business Days, shall deliver written notice (by facsimile or email, with original to follow by mail) of the need for any related such Mandatory Decreases to the Trustee and the Administrative Agent. In connection with any Mandatory Decrease, the Co-Issuers shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).

Mandatory Decrease. Whenever (i) If on any date a Series 20092010-1 Enhancement Deficiency exists, then, on or before then ZVF shall instruct the Payment Date immediately following discovery of such Series 2009-1 Enhancement Deficiency, HVF shall apply funds in Trustee to withdraw from the Series 20092010-1 Excess Collection Account funds in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Principal Amount (subject an amount equal to the limitations specified in Section 2.2(c) below) by the lesser least of (x) the amount necessary, so that after giving effect to all Decreases of the Series 20092010-1 Principal Amount on such Payment Datedate, no such Series 20092010-1 Enhancement Deficiency shall exist and exist, (y) the amount that would reduce the Series 20092010-1 Principal Amount to zero, and (iiz) an Aggregate Asset Amount Deficiency exists, then, the amount of Principal Collections on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 20092010-1 Excess Collection Account on such date and available for distribution to be applied in accordance with effect a Mandatory Decrease pursuant to Section 3.2(f3.2(e) of this Series Supplement, funds to make a and distribute such amount pro rata reduction in to the Series 20092010-1 Principal Amount Noteholders in respect of principal on the Series 2010-1 Notes in accordance with Section 3.5(e) of this Series Supplement (in accordance with and subject to the limitations specified in Section 2.2(c) below). (ii) If on any date an Aggregate Asset Amount Deficiency exists, then ZVF shall instruct the Trustee to withdraw from the Series 2010-1 Excess Collection Account funds in an amount equal to the lesser least of (x) the Series 20092010-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and Deficiency, (y) the Series 20092010-1 Principal Amount as of the date of application of such funds and (iiiz) a Series 2009-1 Excess the amount of Principal Event shall have occurred, then, Collections on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 20092010-1 Excess Collection Account on such date and available for distribution to be applied in accordance with effect a Mandatory Decrease pursuant to Section 3.2(f3.2(e) of this Series Supplement, funds to make a and distribute such amount pro rata reduction in to the Series 20092010-1 Principal Amount Noteholders in respect of principal on the Series 2010-1 Notes in accordance with Section 3.5(e) of this Series Supplement (in accordance with and subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero (each reduction of the Series 20092010-1 Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”). (iii) plus, with With respect to each clause aboveany Mandatory Decrease of the Series 2010-1 Principal Amount, ZVF shall also instruct the Trustee to withdraw from the Series 2010-1 Excess Collection Account funds in an amount equal to any associated breakage costs (including Series 2009-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) incurred as a result of such decrease Mandatory Decrease (paid together with such Mandatory Decrease and calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with repurchases) to pay such costs pursuant to Section 3.06 3.2(e) of this Series Supplement. (iv) Each Mandatory Decrease of the Series 20092010-1 Note Purchase Agreement). Such Mandatory Decrease Principal Amount shall be ratably allocated among the Series 20092010-1 Noteholders, based on their respective portion of the Series 20092010-1 Principal Amount prior to giving effect to such Mandatory Decrease. Upon discovery of such a Series 20092010-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Excess Principal EventDeficiency, HVF ZVF shall promptly, but in any event within 5 Business Days, promptly deliver written notice (by facsimile with original to follow by mail) of any related Mandatory Decreases to the Trustee.

Mandatory Decrease. Whenever (i) a Series 20092019-1 Enhancement Deficiency existsClass A-1 Excess Principal Event shall have occurred, then, on or before funds sufficient to decrease the Payment Date immediately following discovery of such Series 20092019-1 Enhancement Deficiency, HVF shall apply funds in the Series 2009-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Class A-1 Outstanding Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases such decrease of the Series 20092019-1 Class A-1 Outstanding Principal Amount on such Payment Datedate, no such Series 20092019-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would reduce decrease the Series 20092019-1 Class A-1 Outstanding Principal Amount to zero (each reduction decrease of the Series 20092019-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 2009shall be due and payable on the Weekly Allocation Date immediately following the date on which the Manager or the Co-1 Commercial Paper discounts and interest scheduled to accrue through the maturity Issuers obtain knowledge of such Series 20092019-1 Commercial Paper) Class A-1 Excess Principal Event, in accordance with the Priority of Payments. The Trustee shall distribute each Mandatory Decrease pursuant to the written direction of the Co-Issuers in the applicable Weekly Manager’s Certificate, which shall include the calculation of such Mandatory Decrease and distribution instructions in accordance with Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement. Any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 20092019-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease ) shall be ratably allocated among the as Series 20092019-1 Noteholders, based Class A-1 Other Amounts pursuant to the Priority of Payments on their respective portion of the Series 2009-1 Principal Amount prior Weekly Allocation Date related to giving effect to the Weekly Manager’s Certificate including such Mandatory Decrease. Upon discovery obtaining Actual Knowledge of such a Series 20092019-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Class A-1 Excess Principal Event, HVF shall the Co-Issuers promptly, but in any event within 5 two (2) Business Days, shall deliver written notice (by facsimile with original to follow by e-mail) of the need for any related such Mandatory Decreases to the TrusteeTrustee and the Series 2019-1 Class A-1 Administrative Agent.

Mandatory Decrease. Whenever (i) a Series 20092010-1 2 Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series 20092010-1 2 Enhancement Deficiency, HVF shall apply funds allocate to and deposit in the Series 20092010-1 2 Excess Collection Account to be applied in accordance with Section 3.2(f9.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 20092010-1 2 Principal Amount (subject to the limitations specified in Section 2.2(c8.2(c) below) in an amount equal to the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2010-2 Principal Amount on such Payment Date, no such Series 2010-2 Enhancement Deficiency shall exist and (y) the Series 2010-2 Principal Amount as of the date of application of such funds, (ii) a Series 2010-2 Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2010-2 Excess Collection Account to be applied in accordance with Section 9.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2010-2 Principal Amount (subject to the limitations specified in Section 8.2(c) below) in an amount equal to the lesser of (x) the amount of such Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount Deficiency and (y) the Series 2010-2 Principal Amount as of the date of application of such funds and (iii) a Series 2010-2 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2010-2 Excess Principal Event, HVF shall allocate to and deposit in the Series 2010-2 Excess Collection Account to be applied in accordance with Section 9.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2010-2 Principal Amount (subject to the limitations specified in Section 8.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 20092010-1 2 Principal Amount on such Payment Date, no such Series 20092010-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 2 Excess Principal Event shall exist and (y) the amount that would reduce the Series 20092010-1 2 Principal Amount to zero (each reduction of the Series 20092010-1 2 Principal Amount pursuant to this Section 2.2(a8.2(a), a “Mandatory Decrease”) plus, with respect to each clause above, any associated breakage costs (including Series 20092010-1 2 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 20092010-1 2 Commercial Paper) incurred as a result of such decrease decreased (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 20092010-1 2 Note Purchase Agreement). Such Mandatory Decrease shall be ratably allocated among the Series 20092010-1 2 Noteholders, based on their respective portion of the Series 20092010-1 2 Principal Amount prior to giving effect to such Mandatory Decrease. Upon discovery of such a Series 20092010-1 2 Enhancement Deficiency, Aggregate Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Asset Amount Deficiency or Series 20092010-1 2 Excess Principal Event, HVF shall promptly, but in any event within 5 Business Days, deliver written notice (by facsimile with original to follow by mail) of any related Mandatory Decreases to the Trustee.

Mandatory Decrease. Whenever (i) a Series 20092022-1 Enhancement Deficiency existsClass A-1 Excess Principal Event shall have occurred, then, on or before funds sufficient to decrease the Payment Date immediately following discovery of such Series 20092022-1 Enhancement Deficiency, HVF shall apply funds in the Series 2009-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Class A-1 Outstanding Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases such decrease of the Series 20092022-1 Class A-1 Outstanding Principal Amount on such Payment Datedate, no such Series 20092022-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would reduce decrease the Series 20092022-1 Class A-1 Outstanding Principal Amount to zero (each reduction decrease of the Series 20092022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) plusshall be due and payable on the Weekly Allocation Date immediately following the date on which the Manager or the Issuer obtains knowledge of such Series 2022-1 Class A-1 Excess Principal Event, in accordance with respect the Priority of Payments. The Trustee shall distribute each Mandatory Decrease pursuant to the written direction of the Issuer in the applicable Weekly Manager’s Certificate, which shall include the calculation of such Mandatory Decrease and the portion thereof payable to each clause aboveSeries 2022-1 Class A-1-VFN Noteholder, any associated breakage costs (including Breakage Amounts and the portion thereof payable to each Series 20092022-1 Commercial Paper discounts Class A-1-VFN Noteholder, and interest scheduled to accrue through and distribution instructions in accordance with Section 4.02 of the maturity of such Series 20092022-1 Commercial Paper) Class A-1 Note Purchase Agreement. Any associated Series 2022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 20092022-1 Class A-1 Note Purchase Agreement). Such Mandatory Decrease ) shall be ratably allocated among deposited into the Collection Account for allocation as Series 20092022-1 Noteholders, based Class A-1 Other Amounts pursuant to the Priority of Payments on their respective portion of the Series 2009-1 Principal Amount prior Weekly Allocation Date related to giving effect to the Weekly Manager’s Certificate indicating such Mandatory Decrease. Upon discovery obtaining Actual Knowledge of such a Series 20092022-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Class A-1 Excess Principal Event, HVF shall the Issuer promptly, but in any event within 5 two (2) Business Days, shall deliver written notice (substantially in the form set forth in Exhibit A hereto (which may be given by facsimile with original to follow by maile-mail of a .pdf or similar file) of the need for any related such Mandatory Decreases to the TrusteeTrustee and the Series 2022-1 Class A-1 Administrative Agent.

Mandatory Decrease. Whenever (i) a Series 2009-1 Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Enhancement Deficiency, HVF shall apply funds in the Series 2009-1 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Enhancement Deficiency shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2009-1 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Series 2009-1 Excess Principal Event, HVF shall allocate to and deposit in the Series 2009-1 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Series 2009-1 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Series 2009-1 Principal Amount on such Payment Date, no such Series 2009-1 Excess Principal Event shall exist and (y) the amount that would reduce the Series 2009-1 Principal Amount to zero (each reduction of the Series 2009-1 Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”) ); plus, with respect to each clause above, any associated breakage costs (including Series 2009-1 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2009-1 Commercial Paper) incurred as a result of such decrease (paid together with such decrease calculated in accordance with the procedures outlined in Section 6.1 of this Series Supplement for optional repurchases and paid in accordance with Section 3.06 of the Series 2009-1 Note Purchase Agreementrepurchases). Such Mandatory Decrease shall be ratably allocated among the Series 2009-1 Noteholders, based on their respective portion of the Series 2009-1 Principal Amount prior to giving effect to such Mandatory Decrease. Upon discovery of such a Series 2009-1 Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1 Excess Principal Event, HVF shall promptly, but in any event within 5 Business Days, deliver written notice (by facsimile with original to follow by mail) of any related Mandatory Decreases to the Trustee.