Common use of Voluntary Decrease Clause in Contracts

Voluntary Decrease. On any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 2019-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2019-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b), a “Voluntary Decrease”) by depositing in the Series 2019-1 Class A-1 Distribution Account not later than 10 a.m. (New York time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.02(b)) up to the Series 2019-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, that to the extent the deposit into the Series 2019-1 Class A-1 Distribution Account described above is not made by 10 a.m. (New York time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2019-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary 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).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 20192020-1 Class A-1 Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit A hereto, the Co-Issuers Issuer may decrease the Series 20192020-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192020-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192020-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192020-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192020-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192020-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192020-1 Class A-1 Note Purchase Agreement. In connection Any associated Series 2020-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2020-1 Class A-1 Note Purchase Agreement) shall be deposited into the Collection Account for allocation as Series 2020-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20192017-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192017-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192017-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192017-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192017-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192017-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192017-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York City time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2017-1 Class A-1 Investor and the Series 2017-1 Class A-1 Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee of any Voluntary Decrease no later than 12:00 p.m. (New York City time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192017-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer 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).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 2019-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2019-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 2019-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 2019-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 2019-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York City time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall provide written notice no later than 12:00 p.m. (New York City time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2019-1 Class A-1 Investor and the Series 2019-1 Class A-1 Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the form of Exhibit D of any Voluntary Decrease no later than 12:00 p.m. (New York City time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2019-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer 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).

Voluntary Decrease. On Except as provided in Section 2.02(d) (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 20192024-1 Class A-1 Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit D hereto, the Co-Issuers Master Issuer may decrease the Series 20192024-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192024-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b) (Procedures for Decreasing the Series 2024-1 Class A- 1 Outstanding Principal Amount—Voluntary Decrease), a “Voluntary Decrease”) by depositing in the Series 20192024-1 Class A-1 Distribution Account (or directing the Trustee to transfer funds from the Collection Account into the Series 2024-1 Class A-1 Distribution Account) not later than 10 10:00 a.m. (New York Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order Class A- 1 Order of distribution of principal payments set forth in Section 4.02 of Distribution which report shall include the calculation and amounts and the portion thereof payable to each Series 20192024-1 Class A-1 Note Purchase Agreement Noteholder and include (i) an amount (subject to the last sentence of this Section 2.02(b) (Procedures for Decreasing the Series 2024-1 Class A-1 Outstanding Principal Amount—Mandatory Decrease)) up to the Series 20192024-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192024-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192024-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192024-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York Eastern time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the form of Exhibit D of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192024-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer 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).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 2019-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2019-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 2019-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 2019-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 2019-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2019-1 Class A-1 Note Purchase Agreement. In connection Any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement) shall be allocated as Series 2019-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 20192022-1 Class A-1 Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit A hereto, the Co-Issuers Issuer may decrease the Series 20192022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192022-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192022-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and the portion thereof payable to each Series 2022-1 Class A-1-VFN Noteholder, any associated Breakage Amounts and the portion thereof payable to each Series 2022-1 Class A-1-VFN Noteholder, and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192022-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192022-1 Class A-1 Note Purchase Agreement. In connection Any associated Series 2022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2022-1 Class A-1 Note Purchase Agreement) shall be deposited into the Collection Account for allocation as Series 2022-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 20192018-1 Class A-1 Administrative Agent and the Trustee, substantially in the Coform set forth in Exhibit A-1-Issuers 1 hereto, the Issuer may decrease the Series 20192018-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192018-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192018-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192018-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192018-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192018-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192018-1 Class A-1 Note Purchase Agreement. In connection Any associated Series 2018-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2018-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation pursuant to the Priority of Payments. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20192015-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192015-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192015-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192015-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192015-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192015-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192015-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192015-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York City time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2015-1 Class A-1 Investor and the Series 2015-1 Class A-1 Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee of any Voluntary Decrease no later than 12:00 p.m. (New York City time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192015-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer 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).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each the Series 20192017-1 Class A-1 Investor, the Series 2019-1 Class A-1 Funding Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20192017-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192017-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192017-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192017-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192017-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192017-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192017-1 Class A-1 Note Purchase Agreement. In connection Any associated Series 2017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2017-1 Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation pursuant to the Priority of Payments. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 20192024-1 Class A-1 Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit D hereto, the Co-Issuers may decrease the Series 20192024-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192024-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192024-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192024-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192024-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, that to the extent the deposit into the Series 20192024-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192024-1 Class A-1 Note Purchase Agreement. In connection Any associated Series 2024-1 Class A-1 Breakage Amounts incurred as a result of such Voluntary Decrease (calculated in accordance with the Series 2024-1 Class A-1 Note Purchase Agreement) shall be deposited into the applicable Collection Account(s) as indicated in the related Weekly Manager’s Certificate for allocation as Series 2024-1 Class A-1 Notes Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Accounts is sufficient to pay the Trustee, the Servicer and the ManagerManagers, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 20192017-1 Class A-1 Investor, the Series 20192017-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20192017-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192017-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192017-1 Class A-1 Distribution Account not later than 10 a.m. (New York time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192017-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192017-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192017-1 Class A-1 Note Purchase Agreement); provided, that to the extent the deposit into the Series 20192017-1 Class A-1 Distribution Account described above is not made by 10 a.m. (New York time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192017-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary 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).

Voluntary Decrease. On Except as provided in Section 2.2(d) of this Series Supplement, on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20192025-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192025-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192025-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written 4 report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement Order of Distribution (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 2019-2025- 1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192025-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192025-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192025-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York Eastern time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of SOFR Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2025-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the form of Exhibit D of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192025-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer 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).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 20192020-1 Class A-1 Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit A hereto, the Co-Issuers Issuer may decrease the Series 20192020-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192020-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192020-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192020-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192020-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192020-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192020-1 Class A-1 Note Purchase Agreement. In connection Any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2020-1 Class A-1 Note Purchase Agreement) shall be deposited into the Collection Account for allocation as Series 2020-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Issuer may decrease the Series 20192016-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192016-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192016-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192016-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192016-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Issuer shall provide written notice no later than 12:00 p.m. (New York City time) at least two (2) Business Days prior to such Voluntary Decrease, in each case to the Series 2016-1 Class A-1 Administrative Agent and the Trustee. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2019-1 Class A-1 Note Purchase Agreement. In connection Any associated Series 2016-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Class A-1 Note Purchase Agreement) shall be deposited in the Collection Account for allocation pursuant to the Priority of Payments. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report or otherwise substantially in the form of Exhibit D hereto to each Series 2019-1 Class A-1 Investor, the Series 20192025-1 Class A-1 Administrative Agent and the TrusteeTrustee (with a copy to the Back-Up Manager and the Control Party), the Co-Issuers may decrease the Series 20192025-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192025-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192025-1 Class A-1 Distribution Account not later than 10 a.m. 12:00 p.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192025-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and the portion thereof payable to each Series 2025-1 Class A-1 Noteholder and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192025-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192025-1 Class A-1 Distribution Account described above is not made by 10 a.m. 12:00 p.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192025-1 Class A-1 Note Purchase Agreement. In connection Any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2025-1 Class A-1 Note Purchase Agreement) shall be deposited into the Collection Account for allocation as Series 2025-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On any Business Day, upon at least three (3) Business Days’ prior written notice substantially in the form of Exhibit E hereto to each Series 20192022-1 Class A-1 Investor, the Series 20192022-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20192022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b), a “Voluntary Decrease”) by depositing in the Series 20192022-1 Class A-1 Distribution Account not later than 10 a.m. (New York time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192022-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.02(b)) up to the Series 20192022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192022-1 Class A-1 Note Purchase Agreement); provided, that to the extent the deposit into the Series 20192022-1 Class A-1 Distribution Account described above is not made by 10 a.m. (New York time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192022-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary 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).

Voluntary Decrease. On Except as provided in Section 2.2(d) of this Series Supplement, on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20192022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192022-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement Order of Distribution (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192022-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192022-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York Eastern time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Term SOFR Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2022-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the form of Exhibit D of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192022-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer 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).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice substantially in the form of Exhibit D hereto to each Series 2019-1 Class A-1 Investor, the Series 20192022-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20192022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192022-1 Class A-1 Distribution Account not later than 10 a.m. 12:00 p.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192022-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192022-1 Class A-1 Distribution Account described above is not made by 10 a.m. 12:00 p.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192022-1 Class A-1 Note Purchase Agreement. In connection Any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2022-1 Class A-1 Note Purchase Agreement) shall be allocated as Series 2022-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 20192012-1 Class A-1 Investor, the Series 20192012-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20192012-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192012-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192012-1 Class A-1 Distribution Account not later than 10 a.m. (New York time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192012-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192012-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192012-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192012-1 Class A-1 Note Purchase Agreement); provided, that to the extent the deposit into the Series 20192012-1 Class A-1 Distribution Account described above is not made by 10 a.m. (New York time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192012-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary 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).

Voluntary Decrease. On any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 20192022-1 Class A-1 Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit D hereto, the Co-Issuers may decrease the Series 20192022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192022-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192022-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, that to the extent the deposit into the Series 20192022-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192022-1 Class A-1 Note Purchase Agreement. In connection Any associated Series 2022-1 Class A-1 Breakage Amounts incurred as a result of such Voluntary Decrease (calculated in accordance with the Series 2022-1 Class A-1 Note Purchase Agreement) shall be deposited into the applicable Collection Account(s) as indicated in the related Weekly Manager’s Certificate for allocation as Series 2022-1 Class A-1 Notes Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Accounts is sufficient to pay the Trustee, the Servicer and the ManagerManagers, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On Except as provided in Section 2.02(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20192022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b), a “Voluntary Decrease”) by depositing in the Series 20192022-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement Order of Distribution (i) an amount (subject to the last sentence of this Section 2.02(b)) up to the Series 20192022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192022-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192022-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York Eastern time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2022-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice substantially in the form of Exhibit D hereto to the Trustee of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192022-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer 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).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 2019-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2019-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 2019-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement Order of Distribution (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 2019-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 2019-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York Eastern time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2019-1 Class A-1 Investor and the Series 2019-1 Class A-1 Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the form of Exhibit D of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2019-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer 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).

Voluntary Decrease. On any Business Day, upon at least three (3) Business Days’ prior written notice substantially in the form of Exhibit E hereto to each Series 20192025-1 Class A-1 Investor, the Series 20192025-1 Class A-1 Administrative Agent and the TrusteeTrustee (with copy to the Servicer and the Back- Up Manager), the Co-Issuers may decrease the Series 20192025-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192025-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b), a “Voluntary Decrease”) by depositing in the Series 20192025-1 Class A-1 Distribution Account not later than 10 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192025-1 Class A-1 Note Purchase Agreement which report shall include the calculation of such amounts and the portion thereof payable to each Series 2025-1 Class A-1 Noteholder and instructions for the distributions thereof (i) an amount (subject to the last sentence of this Section 2.02(b)) up to the Series 20192025-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192025-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192025-1 Class A-1 Note Purchase Agreement); provided, that to the extent the deposit into the Series 20192025-1 Class A-1 Distribution Account described above is not made by 10 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192025-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary 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).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the TrusteeTrustee in the applicable Weekly Manager’s Certificate, Quarterly Noteholders’ Report, or otherwise substantially in the form set forth in Exhibit A hereto, the Co-Issuers may decrease the Series 2019-1 3 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2019-1 3 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 2019-1 3 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 2019-1 3 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, that to the extent the deposit into the Series 2019-1 3 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2019-1 Class A-1 Note Purchase Agreement. In connection Any associated Series 2019-3 Class A-1 Breakage Amounts incurred as a result of such Voluntary Decrease (calculated in accordance with the Class A-1 Note Purchase Agreement) shall be deposited into the applicable Collection Account(s) as indicated in the related Weekly Manager’s Certificate for allocation as Series 2019-3 Class A-1 Notes Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate indicating such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Accounts is sufficient to pay the Trustee, the Servicer and the ManagerManagers, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.

Voluntary Decrease. On Except as provided in Section 2.2(d) of this Series Supplement, on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 2019-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers Master Issuer may decrease the Series 20192022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192022-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York Eastern time) on the date specified as the decrease date in the prior written notice referred to above below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement Order of Distribution (i) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20192022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20192022-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192022-1 Class A-1 Distribution Account described above is not made by 10 a.m. after 3:00 p.m. (New York Eastern time) on a any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Term SOFR Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer (or the Manager on its behalf) shall provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2022-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice to the Trustee substantially in the form of Exhibit D of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192022-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Co-Issuers Master Issuer shall reimburse the Trustee, the Servicer and Advance Funding Providers and/or the Manager, as applicable, for any unreimbursed Servicing Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).

Voluntary Decrease. (i) Procedures for Class A Voluntary Decreases, Class B Voluntary Decreases and Class C Voluntary Decreases. A. On any U.S. Government Securities Business Day, upon at least three (3) U.S. Government Securities Business Days’ Day’s prior written notice to each Series 2019-1 Class A-1 A Noteholder, each Class A Conduit Investor, the Series 2019-1 each Class A-1 Administrative Agent A Committed Note Purchaser and the Trustee, the Co-Issuers HVF III may decrease the Series 2019-1 Class A-1 Outstanding A Principal Amount in whole or in part (each such decrease reduction of the Series 2019-1 Class A-1 Outstanding A Principal Amount pursuant to this Section 2.02(b2.3(c)(i)(A) (Procedures for Class A Voluntary Decreases, Class B Voluntary Decreases and Class C Voluntary Decreases), a “Class A Voluntary Decrease”) by depositing withdrawing from the Series 2021-A Principal Collection Account an amount up to the sum of all amounts then on deposit in such account and available for distribution to effect a Class A Voluntary Decrease pursuant to Section 5.2 (Application of Funds in the Series 20192021-1 Class A-1 Distribution Account not later than 10 a.m. (New York time) on the date specified as the decrease date in the prior written notice referred to above A Principal Collection Account), and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2019-1 Class A-1 Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.02(b)) up to the Series 2019-1 Class A-1 Outstanding Principal Amount equal to distributing the amount of such withdrawal (such amount, the “Class A Voluntary Decrease, plus Decrease Amount”) to the Class A Noteholders as specified in Section 5.2 (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result Application of such decrease (calculated Funds in accordance with the Series 20192021-1 Class A-1 Note Purchase AgreementA Principal Collection Account); provided, that to the extent the deposit into the Series 2019-1 Class A-1 Distribution Account described above is not made by 10 a.m. (New York time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease notice shall be in a minimum principal amount as provided in set forth the Series 2019-1 date of such Class A-1 Note Purchase Agreement. In connection with any A Voluntary Decrease, the Co-Issuers shall reimburse related Class A Voluntary Decrease Amount, whether HVF III is electing to pay any Class A Terminated Purchaser in connection with such Class A Voluntary Decrease, and the Trusteeamount to be paid to such Class A Terminated Purchaser (if any). B. On any U.S. Government Securities Business Day, upon at least five (5) U.S. Government Securities Business Day’s prior written notice to each Class B Noteholder, each Class B Conduit Investor, each Class B Funding Agent, each Class B Committed Note Purchaser, the Servicer Trustee and the ManagerProgram Agent and so long as the Class B Decrease Conditions are satisfied immediately prior to and immediately after giving effect to such repayment of principal of the Class B Notes, HVF III may decrease the Class B Principal Amount in whole or in part (each such reduction of the Class B Principal Amount pursuant to this Section 2.3(c)(i)(B) (Procedures for Class A Voluntary Decreases, Class B Voluntary Decreases and Class C Voluntary Decreases), a “Class B Voluntary Decrease”) by withdrawing from the Series 2021-A Principal Collection Account an amount up to the sum of all amounts then on deposit in such account and available for distribution to effect a Class B Voluntary Decrease pursuant to Section 5.2 (Application of Funds in the Series 2021-A Principal Collection Account) and distributing the amount of such withdrawal (such amount, the “Class B Voluntary Decrease 33 Amount”) to the Class B Noteholders as applicablespecified in Section 5.2 (Application of Funds in the Series 2021-A Principal Collection Account); provided that, for after giving effect to any unreimbursed Servicing Advances such Class B Voluntary Decrease Amount, the outstanding principal amount of the Class B Notes shall not be less than 70.0% of the Class B Maximum Principal Amount. Each such notice shall set forth the date of such Class B Voluntary Decrease, the related Class B Voluntary Decrease Amount, whether HVF III is electing to pay any Class B Terminated Purchaser in connection with such Class B Voluntary Decrease, and Manager Advances the amount to be paid to such Class B Terminated Purchaser (in each case, with interest thereon at the Advance Interest Rateif any). C. On any U.S. Government Securities Business Day, upon at least five (5) U.S. Government Securities Business Day’s prior written notice to the Trustee and the Program Agent and so long as the Class C Decrease Conditions are satisfied immediately prior to and immediately after giving effect to such repayment of principal of the Class C Notes, HVF III may decrease the Class C Principal Amount in whole or in part (each such reduction of the Class C Principal Amount pursuant to this Section 2.3(c)(i)(C) (Procedures for Class A Voluntary Decreases, Class B Voluntary Decreases and Class C Voluntary Decreases), a “Class C Voluntary Decrease”) by withdrawing from the Series 2021-A Principal Collection Account an amount up to the sum of all amounts then on deposit in such account and available for distribution to effect a Class C Voluntary Decrease pursuant to Section 5.2 (Application of Funds in the Series 2021-A Principal Collection Account), and distributing the amount of such withdrawal (such amount, the “Class C Voluntary Decrease Amount”) to the Class C Noteholders as specified in Section 5.2 (Application of Funds in the Series 2021-A Principal Collection Account); provided that, (x) after giving effect to any such Class C Voluntary Decrease Amount, the outstanding principal amount of the Class C Notes shall not be less than a certain percentage of the Class C Maximum Principal Amount as determined on the Class C Notes Closing Date. Each such notice shall set forth the date of such Class C Voluntary Decrease, the related Class C Voluntary Decrease Amount, whether HVF III is electing to pay any Class C Terminated Purchaser in connection with such Class C Voluntary Decrease, and the amount to be paid to such Class C Terminated Purchaser (if any).

Voluntary Decrease. On Except as provided in Section 2.2(d), on any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2019-1 Class A-1 Investor, the Series 20192018-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20192018-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20192018-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b2.2(b), a “Voluntary Decrease”) by depositing in the Series 20192018-1 Class A-1 Distribution Account not later than 10 10:00 a.m. (New York City time) on the date specified as the decrease date in the prior written notice referred to above and providing a written report to the Trustee directing the Trustee to distribute in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 20192018-1 Class A-1 Note Purchase Agreement (iwhich report shall include the calculation of such amounts and instructions for the distributions thereof) an amount (subject to the last sentence of this Section 2.02(b2.2(b)) up to the Series 20192018-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2019-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2019-1 Class A-1 Note Purchase Agreement); provided, provided that to the extent the deposit into the Series 20192018-1 Class A-1 Distribution Account described above is not made by 10 10:00 a.m. (New York City time) on a Business Day, the same shall be deemed to be deposited on the following Business Day. Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20192018-1 Class A-1 Note Purchase Agreement. In connection Any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2018-1 Class A-1 Note Purchase Agreement) shall be allocated as Series 2018-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Voluntary Decrease. It shall be a condition to any Voluntary Decrease, Decrease that the Co-Issuers shall reimburse amount on deposit in the Collection Account is sufficient to pay 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), if any, on the Weekly Allocation Date immediately following such Voluntary Decrease.