Common use of Voluntary Decrease Clause in Contracts

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, the Master Issuer may decrease the Series 2018-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2018-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 2018-1 Class A-1 Distribution Account not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 2018-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) 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); provided that to the extent the deposit into the Series 2018-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on 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 2018-1 Class A-1 Investor and the 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. (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 2018-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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).

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least 3 Business Day’s prior notice to each Series 2009-1 Noteholder, each Conduit Investor, each Committed Note Purchaser and the Master Issuer Trustee, HVF may decrease the Series 20182009-1 Class A-1 Outstanding Principal Amount (each such decrease reduction of the Series 20182009-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in withdrawing from the Series 20182009-1 Class A-1 Distribution Excess Collection Account not later than 10:00 a.m. (Eastern time) on or, after the date specified as conclusion of the decrease date in Series 2009-1 Revolving Period, the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) Series 2009-1 Collection Account, an amount (subject to the last sentence of this Section 2.2(b)) up to the sum of all Principal Collections (or, in the case of the Series 20182009-1 Class A-1 Outstanding Collection Account, up to the total amount available in such account for payment of principal of the Series 2009-1 Notes) on deposit in such accounts and, in the case of the Series 2009-1 Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of this Series Supplement, and distributing (x) pro rata to the Series 2009-1 Noteholders in respect of principal of the Series 2009-1 Notes or (y) in the event HVF, subject to Section 3.11 of the Series 2009-1 Note Purchase Agreement, prepays Terminated Purchaser’s Investor Group Principal Amount equal Amount, to such Terminated Purchaser up to the amount of its Investor Group Principal Amount, the amount of such Voluntary Decreasewithdrawal in accordance with Section 3.5(e) of this Series Supplement; plus, plus (ii) with respect to each clause above, in accordance with Section 3.06 of the Series 2009-1 Note Purchase Agreement, any associated breakage costs (including Series 20182009-1 Class A-1 Breakage Amounts 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 and calculated in accordance with the procedures outlined in Section 6.1 of this Series 2018-1 Class A-1 Note Purchase AgreementSupplement for optional repurchases); provided that HVF shall not effect a Voluntary Decrease pursuant to this Section 2.2(b) more than three times in any calendar week; provided further that the Trustee shall not be required to monitor the compliance of HVF with the limitation on the frequency of Voluntary Decreases set forth in the immediately preceding proviso; provided further that, in the event that HVF elects to prepay any Terminated Purchaser’s Investor Group Principal Amount in accordance with Section 3.11 of the Series 2009-1 Note Purchase Agreement, HVF may, from time to time, allocate a Voluntary Decrease solely to such Terminated Purchaser in an amount up to such Terminated Purchaser’s Investor Group Principal Amount. Subject to the extent the deposit into the Series 2018-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Dayimmediately preceding sentence, 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 shall be ratably allocated among 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 20182009-1 Class A-1 Investor and Noteholders, based on their respective portion of the 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. (Eastern time) at least one (1) Business Day prior to such Voluntary DecreaseSeries 0000-0 Xxxxxxxxx Xxxxxx. Each such Voluntary Decrease shall be be, in the aggregate for all Series 2009-1 Notes, in a minimum principal amount as provided of $5,000,000 and integral multiples of $100,000 in the Series 2018-1 Class A-1 Note Purchase Agreement. In connection with excess thereof unless such Voluntary Decrease is allocated to pay any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (Terminated Purchaser’s Investor Group Principal Amount in each case, with interest thereon at the Advance Interest Rate)full.

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, the Master Issuer may decrease the Series 20182020-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20182020-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20182020-1 Class A-1 Distribution Account not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20182020-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20182020-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20182020-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 20182020-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on 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 20182020-1 Class A-1 Investor and the Series 2020-1 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 20182020-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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).

Voluntary Decrease. Except as provided in Section 2.2(d)(i) On any Payment Date, on any upon at least three (3) Business Day’s prior written notice to each Series 2008-1 Class A-2 Investor, the Master Issuer Series 2008-1 Class A-2 Note Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20182008-1 Class A-1 A-2 Outstanding Principal Amount (each such decrease of the Series 20182008-1 Class A-1 A-2 Outstanding Principal Amount pursuant to this Section 2.2(b2.2(b)(i), a “Series 2008-1 Class A-2 Voluntary Decrease”) by depositing in to the Series 2018-1 Class A-1 Distribution Senior Note Principal Payments Account not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice amount of funds referred to below in subclause (1) of the next sentence, and to the Senior Note Interest Account the amount of funds referred to in subclause (2) of the next sentence on such Payment Date, and providing a written report to the Trustee directing the Trustee to distribute such funds to the Holders of the Series 2008-1 Class A-2 Notes on a pro rata basis according to the amounts owed on such Series 2008-1 Class A-2 Notes in accordance with Section 6.1(a) of the Class A-1 Order Base Indenture. Such written direction of Distribution the Co-Issuers shall provide for the distribution of (i1) an amount (subject to the last sentence of this Section 2.2(b2.2(b)(i)) up to the Series 2018-1 Class A-1 Outstanding Principal Amount equal to the amount of such Series 2008-1 Class A-2 Voluntary Decrease, plus (ii2) any associated Series 20182008-1 Class A-1 A-2 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20182008-1 Class A-1 A-2 Note Purchase Agreement); provided that to the extent the deposit into the . Each such Series 20182008-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on 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 2018-1 Class A-1 Investor and the 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. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease. Each such A-2 Voluntary Decrease shall be in a minimum principal amount as provided in the Series 20182008-1 Class A-1 A-2 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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).

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least 3 Business Day’s prior notice to each Class A Noteholder, each Committed Note Purchaser and the Master Issuer Trustee, HVF may decrease the Series 2018-1 Class A-1 Outstanding A Principal Amount (each such decrease reduction of the Series 2018-1 Class A-1 Outstanding A Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in withdrawing from the Series 20182005-1 Class A-1 Distribution 4 Excess Collection Account not later than 10:00 a.m. (Eastern time) on or, after the date specified as Series 2005-4 Revolving Period, the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) Series 2005-4 Collection Account, an amount (subject to the last sentence of this Section 2.2(b)) up to the sum of all Principal Collections on deposit in such accounts and, in the case of the Series 20182005-1 4 Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of this Series Supplement, and distributing pro rata to the Class A-1 Outstanding Principal Amount equal to A Noteholders in respect of principal of the Class A Notes, the amount of such Voluntary Decrease, withdrawal in accordance with Section 3.5(f); plus (ii) any associated Series 2018-1 breakage costs (including Class A-1 Breakage Amounts A Commercial Paper discounts and interest scheduled to accrue through the maturity of such Class A Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 7.1 of this Series 2018-1 Class A-1 Note Purchase AgreementSupplement for optional repurchases); provided that to the extent the deposit into the Series 2018-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same . Such Voluntary Decrease shall be deemed to be deposited ratably allocated among the Class A Noteholders, based on their respective portion of 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 2018-1 Class A-1 Investor and the 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. (Eastern time) at least one (1) Business Day prior to such Voluntary DecreaseA Principal Amount. Each such Voluntary Decrease shall be be, in the aggregate for all Class A Notes, in a minimum principal amount as provided of $5,000,000 and integral multiples of $100,000 in the Series 2018-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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)excess thereof.

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, the Master Issuer may decrease the Series 20182015-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20182015-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20182015-1 Class A-1 Distribution Account not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20182015-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20182015-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20182015-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 20182015-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on 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 20182015-1 Class A-1 Investor and the 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. (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 20182015-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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).

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least 3 Business Day’s prior notice to each Class A Noteholder, each Committed Note Purchaser and the Master Issuer Trustee, HVF may decrease the Series 2018-1 Class A-1 Outstanding A Principal Amount (each such decrease reduction of the Series 2018-1 Class A-1 Outstanding A Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in withdrawing from the Series 20182005-1 Class A-1 Distribution 3 Excess Collection Account not later than 10:00 a.m. (Eastern time) on or, after the date specified as Series 2005-3 Revolving Period, the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) Series 2005-3 Collection Account, an amount (subject to the last sentence of this Section 2.2(b)) up to the sum of all Principal Collections on deposit in such accounts and, in the case of the Series 20182005-1 3 Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of this Series Supplement, and distributing pro rata to the Class A-1 Outstanding Principal Amount equal to A Noteholders in respect of principal of the Class A Notes, the amount of such Voluntary Decrease, withdrawal in accordance with Section 3.5(f); plus (ii) any associated Series 2018-1 breakage costs (including Class A-1 Breakage Amounts A Commercial Paper discounts and interest scheduled to accrue through the maturity of such Class A Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 7.1 of this Series 2018-1 Class A-1 Note Purchase AgreementSupplement for optional repurchases); provided that to the extent the deposit into the Series 2018-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same . Such Voluntary Decrease shall be deemed to be deposited ratably allocated among the Class A Noteholders, based on their respective portion of 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 2018-1 Class A-1 Investor and the 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. (Eastern time) at least one (1) Business Day prior to such Voluntary DecreaseA Principal Amount. Each such Voluntary Decrease shall be be, in the aggregate for all Class A Notes, in a minimum principal amount as provided of $5,000,000 and integral multiples of $100,000 in the Series 2018-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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)excess thereof.

Voluntary Decrease. Except as provided in Section 2.2(d), on any Business Day, the Master Issuer may decrease the Series 20182021-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20182021-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20182021-1 Class A-1 Distribution Account not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20182021-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20182021-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20182021-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 20182021-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on 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 20182021-1 Class A-1 Investor and the Series 2021-1 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 20182021-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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).

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least three (3) Business Days’ prior written notice to each Series 2017-1 Class A-1 Investor, the Master Issuer Series 2017-1 Class A-1 Administrative Agent and the Trustee, the Co-Issuers may decrease the Series 20182017-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20182017-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in the Series 20182017-1 Class A-1 Distribution Account not later than 10:00 10 a.m. (Eastern New York time) on the date specified as the decrease date in the prior written notice referred to below 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 2017-1 Class A-1 Order of Distribution Note Purchase Agreement (i) an amount (subject to the last sentence of this Section 2.2(b)) up to the Series 20182017-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20182017-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20182017-1 Class A-1 Note Purchase Agreement); provided provided, that to the extent the deposit into the Series 20182017-1 Class A-1 Distribution Account described above is not made after 3:00 p.m. by 10 a.m. (Eastern New York time) on any 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 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 2018-1 Class A-1 Investor and the 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. (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 20182017-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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. Except as provided in Section 2.2(d), on On any Business Day, upon at least 3 Business Day’s prior notice to each Series 2009-1 Noteholder, each Conduit Investor, each Committed Note Purchaser and the Master Issuer Trustee, HVF may decrease the Series 20182009-1 Class A-1 Outstanding Principal Amount (each such decrease reduction of the Series 20182009-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in withdrawing from the Series 20182009-1 Class A-1 Distribution Excess Collection Account not later than 10:00 a.m. (Eastern time) on or, after the date specified as conclusion of the decrease date in Series 2009-1 Revolving Period, the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) Series 2009-1 Collection Account, an amount (subject to the last sentence of this Section 2.2(b)) up to the sum of all Principal Collections (or, in the case of the Series 20182009-1 Class A-1 Outstanding Collection Account, up to the total amount available in such account for payment of principal of the Series 2009-1 Notes) on deposit in such accounts and, in the case of the Series 2009-1 Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of this Series Supplement, and distributing (x) pro rata to the Series 2009-1 Noteholders in respect of principal of the Series 2009-1 Notes or (y) in the event HVF, subject to Section 3.11 of the Series 2009-1 Note Purchase Agreement, prepays Terminated Purchaser’s Investor Group Principal Amount equal Amount, to such Terminated Purchaser up to the amount of its Investor Group Principal Amount, the amount of such Voluntary Decreasewithdrawal in accordance with Section 3.5(e) of this Series Supplement; plus, plus (ii) with respect to each clause above, any associated Series 2018-1 Class A-1 Breakage Amounts breakage costs incurred as a result of such decrease (calculated and payable in accordance with Section 3.06 of the Series 20182009-1 Class A-1 Note Purchase Agreement); provided that HVF shall not effect a Voluntary Decrease pursuant to this Section 2.2(b) more than three times in any calendar week; provided further that the Trustee shall not be required to monitor the compliance of HVF with the limitation on the frequency of Voluntary Decreases set forth in the immediately preceding proviso; provided further that, in the event that HVF elects to prepay any Terminated Purchaser’s Investor Group Principal Amount in accordance with Section 3.11 of the Series 2009-1 Note Purchase Agreement, HVF may, from time to time, allocate a Voluntary Decrease solely to such Terminated Purchaser in an amount up to such Terminated Purchaser’s Investor Group Principal Amount. Subject to the extent the deposit into the Series 2018-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Dayimmediately preceding sentence, 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 shall be ratably allocated among 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 20182009-1 Class A-1 Investor and Noteholders, based on their respective portion of the 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. (Eastern time) at least one (1) Business Day prior to such Voluntary DecreaseSeries 2009-1 Principal Amount. Each such Voluntary Decrease shall be be, in the aggregate for all Series 2009-1 Notes, in a minimum principal amount as provided of $5,000,000 and integral multiples of $100,000 in the Series 2018-1 Class A-1 Note Purchase Agreement. In connection with excess thereof unless such Voluntary Decrease is allocated to pay any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (Terminated Purchaser’s Investor Group Principal Amount in each case, with interest thereon at the Advance Interest Rate)full.

Voluntary Decrease. Except as provided in Section 2.2(d2.02(d), on any Business Day, the Master Issuer may decrease the Series 20182022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 20182022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b2.02(b), a “Voluntary Decrease”) by depositing in the Series 20182022-1 Class A-1 Distribution Account not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) an amount (subject to the last sentence of this Section 2.2(b2.02(b)) up to the Series 20182022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 20182022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 20182022-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 20182022-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on 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 20182022-1 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 20182022-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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).

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least 3 Business Day’s prior notice to each Series 2009-1 Noteholder, each Conduit Investor, each Committed Note Purchaser and the Master Issuer Trustee, HVF may decrease the Series 20182009-1 Class A-1 Outstanding Principal Amount (each such decrease reduction of the Series 20182009-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in withdrawing from the Series 20182009-1 Class A-1 Distribution Excess Collection Account not later than 10:00 a.m. (Eastern time) on or, after the date specified as conclusion of the decrease date in Series 2009-1 Revolving Period, the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) Series 2009-1 Collection Account, an amount (subject to the last sentence of this Section 2.2(b)) up to the sum of all Principal Collections (or, in the case of the Series 20182009-1 Class A-1 Outstanding Principal Amount equal Collection Account, up to the total amount available in such account for payment of principal of the Series 2009-1 Notes) on deposit in such accounts and, in the case of the Series 2009-1 Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of this Series Supplement, and distributing pro rata to the Series 2009-1 Noteholders in respect of principal of the Series 2009-1 Notes, the amount of such Voluntary Decrease, withdrawal in accordance with Section 3.5(e) of this Series Supplement; plus (ii) any associated breakage costs (including Series 20182009-1 Class A-1 Breakage Amounts 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 and calculated in accordance with the procedures outlined in Section 6.1 of this Series 2018-1 Class A-1 Note Purchase AgreementSupplement for optional repurchases); provided that HVF shall not effect a Voluntary Decrease pursuant to this Section 2.2(b) more than three times in any calendar week; provided further that the extent Trustee shall not be required to monitor the deposit into compliance of HVF with the limitation on the frequency of Voluntary Decreases set forth in the immediately preceding proviso. Such Voluntary Decrease shall be ratably allocated among the Series 20182009-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) Noteholders, based on any Business Day, their respective portion of 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 20180000-1 Class A-1 Investor and the 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. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease0 Xxxxxxxxx Xxxxxx. Each such Voluntary Decrease shall be be, in the aggregate for all Series 2009-1 Notes, in a minimum principal amount as provided of $5,000,000 and integral multiples of $100,000 in the Series 2018-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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)excess thereof.

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least 3 Business Day’s prior notice to each Series 2008-1 Noteholder, each Committed Note Purchaser and the Master Issuer Trustee, HVF may decrease the Series 20182008-1 Class A-1 Outstanding Principal Amount (each such decrease reduction of the Series 20182008-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by depositing in withdrawing from the Series 20182008-1 Class A-1 Distribution Excess Collection Account not later than 10:00 a.m. (Eastern time) on or, after the date specified as Series 2008-1 Revolving Period, the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) Series 2008-1 Collection Account, an amount (subject to the last sentence of this Section 2.2(b)) up to the sum of all Principal Collections on deposit in such accounts and, in the case of the Series 20182008-1 Class A-1 Outstanding Principal Amount equal Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(e) of this Series Supplement, and distributing pro rata to the Series 2008-1 Noteholders in respect of principal of the Series 2008-1 Notes, the amount of such Voluntary Decrease, withdrawal in accordance with Section 3.5(d); plus (ii) any associated breakage costs (including Series 20182008-1 Class A-1 Breakage Amounts Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2008-1 Commercial Paper) incurred as a result of such decrease (paid together with such decrease and calculated in accordance with the procedures outlined in Section 6.1 of this Series 2018-1 Class A-1 Note Purchase AgreementSupplement for optional repurchases); provided that HVF shall not effect a Voluntary Decrease pursuant to this Section 2.2(b) more than three times in any calendar week; provided further that the extent Trustee shall not be required to monitor the deposit into compliance of HVF with the limitation on the frequency of Voluntary Decreases set forth in the immediately preceding proviso. Such Voluntary Decrease shall be ratably allocated among the Series 20182008-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) Noteholders, based on any Business Day, their respective portion of 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 20180000-1 Class A-1 Investor and the 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. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease0 Xxxxxxxxx Xxxxxx. Each such Voluntary Decrease shall be be, in the aggregate for all Series 2008-1 Notes, in a minimum principal amount as provided of $5,000,000 and integral multiples of $100,000 in the Series 2018-1 Class A-1 Note Purchase Agreement. In connection with any Voluntary Decrease, the Master Issuer 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)excess thereof.

Voluntary Decrease. Except as provided in Section 2.2(d), on On any Business Day, upon at least 3 Business Day’s prior notice to each Series 2010-2 Noteholder, each Conduit Investor, each Committed Note Purchaser and the Master Issuer Trustee, HVF may decrease the Series 20182010-1 Class A-1 Outstanding 2 Principal Amount (each such decrease reduction of the Series 20182010-1 Class A-1 Outstanding 2 Principal Amount pursuant to this Section 2.2(b8.2(b), a “Voluntary Decrease”) by depositing in withdrawing from the Series 20182010-1 Class A-1 Distribution 2 Excess Collection Account not later than 10:00 a.m. (Eastern time) on or, after the date specified as conclusion of the decrease date in Series 2010-2 Revolving Period, the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) Series 2010-2 Collection Account, an amount (subject to the last sentence of this Section 2.2(b8.2(b)) up to the sum of all Series 20182010-1 Class A-1 Outstanding 2 Principal Amount equal Collections (or, in the case of the Series 2010-2 Collection Account, up to the total amount available in such account for payment of principal of the Series 2010-2 Notes) on deposit in such accounts and, in the case of the Series 2010-2 Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 9.2(f) of this Series Supplement, and distributing (x) pro rata to the Series 2010-2 Noteholders in respect of principal of the Series 2010-2 Notes or (y) in the event that HVF, subject to Section 3.11 of the Series 2010-2 Note Purchase Agreement, elects to prepay any Terminated Purchaser’s Investor Group Principal Amount, to such Terminated Purchaser up to the amount of its Investor Group Principal Amount, the amount of such Voluntary Decreasewithdrawal in accordance with Section 9.4(e) of this Series Supplement, plus with respect to (iix) any and (y) above, in accordance with Section 3.06 of the Series 2010-2 Note Purchase Agreement, associated breakage costs (including Series 20182010-1 Class A-1 Breakage Amounts 2 Commercial Paper discounts and interest scheduled to accrue through the maturity of such Series 2010-2 Commercial Paper) incurred as a result of such decrease (paid together with such decrease and calculated in accordance with the procedures outlined in Section 6.1 of this Series 2018-1 Class A-1 Note Purchase AgreementSupplement for optional repurchases); provided that HVF shall not effect a Voluntary Decrease pursuant to this Section 8.2(b) more than three times in any calendar week; provided further that the Trustee shall not be required to monitor the compliance of HVF with the limitation on the frequency of Voluntary Decreases set forth in the immediately preceding proviso. Subject to the extent the deposit into the Series 2018-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Dayimmediately preceding sentence, 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 shall be ratably allocated among the case Series 2010-2 Noteholders, based on their respective portion 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 20180000-1 Class A-1 Investor and the 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. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease0 Xxxxxxxxx Xxxxxx. Each such Voluntary Decrease shall be be, in the aggregate for all Series 2010-2 Notes, in a minimum principal amount as provided of $2,500,000 and integral multiples of $100,000 in the Series 2018-1 Class A-1 Note Purchase Agreement. In connection with excess thereof, unless such Voluntary Decrease is allocated to pay any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (Terminated Purchaser’s Investor Group Principal Amount in each case, with interest thereon at the Advance Interest Rate)full.