Common use of Class B Advance Requests Clause in Contracts

Class B Advance Requests. Subject to the terms of this Agreement, including satisfaction of the Class B Funding Conditions, the aggregate principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Revolving Period, the Issuer, subject to this Sub-Clause 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount, is referred to as an “Class B Advance”), by increasing the principal amounts of the Class B Notes allocated ratably by their respective Class B Commitment Percentages in accordance with Sub-Clause 2.2(b)(iv) (Class B Advance Allocations). (A) Whenever the Issuer wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. (London time) on the third Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal Increase), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer receives a Class B Delayed Funding Notice in accordance with Sub-Clause 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London time) on the third Business Day prior to the date of any proposed Class B Advance, the Issuer shall have the right to revoke the Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London time) on the second Business Day prior to the proposed date of such Class B Advance. (B) Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London time) on the second Business Day preceding the date of such proposed Class B Advance), notify the Issuer and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2013-A Supplement, including satisfaction of the Class B Funding Conditions, the aggregate outstanding principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2013-A Revolving Period, the IssuerHVF II, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount or a Class B Additional Investor Group Initial Principal Amount, is referred to as an a “Class B Advance”), by increasing the principal amounts of which increase shall be allocated among the Class B Notes allocated ratably by their respective Class B Commitment Percentages Investor Groups in accordance with Sub-Clause Section 2.2(b)(iv) (Class B Advance Allocations). (A) A. Whenever the Issuer HVF II wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer HVF II shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. (London New York City time) on the third second Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) Section 2.1(b)(ii), in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal IncreaseSection 2.1(c)(ii), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2013-A Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVF II receives a Class B Delayed Funding Notice in accordance with Sub-Clause Section 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London New York time) on the third second Business Day prior to the date of any proposed Class B Advance, the Issuer HVF II shall have the right to revoke the Class A/B/C Advance Request with respect to the requested Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) B. Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause Section 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London New York City time) on the second Business Day preceding the proposed date of such proposed the Class B Advance), notify the Issuer HVF II and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2013-A Supplement, including satisfaction of the Class B Funding Conditions, the aggregate principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2013-A Revolving Period, the IssuerHVF II, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount or a Class B Additional Investor Group Initial Principal Amount, is referred to as an a “Class B Advance”), by increasing the issuing, at par, additional principal amounts of the Class B Notes allocated ratably by their respective among the Class B Commitment Percentages Investor Groups in accordance with Sub-Clause Section 2.2(b)(iv) (Class B Advance Allocations). (A) A. Whenever the Issuer HVF II wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer HVF II shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. (London New York City time) on the third second Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) Section 2.1(b)(ii), in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal IncreaseSection 2.1(c)(ii), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2013-A Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVF II receives a Class B Delayed Funding Notice in accordance with Sub-Clause Section 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London New York time) on the third second Business Day prior to the date of any proposed Class B Advance, the Issuer HVF II shall have the right to revoke the Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) B. Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause Section 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London New York City time) on the second Business Day preceding the proposed date of such proposed the Class B Advance), notify the Issuer HVF II and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2013-B Supplement, including satisfaction of the Class B Funding Conditions, the aggregate outstanding principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2013-B Revolving Period, the IssuerHVF II, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount or a Class B Additional Investor Group Initial Principal Amount, is referred to as an a “Class B Advance”), by increasing the principal amounts of which increase shall be allocated among the Class B Notes allocated ratably by their respective Class B Commitment Percentages Investor Groups in accordance with Sub-Clause Section 2.2(b)(iv) (Class B Advance Allocations). (A) A. Whenever the Issuer HVF II wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer HVF II shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. (London New York City time) on the third second Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) Section 2.1(b)(ii), in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal IncreaseSection 2.1(c)(ii), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2013-B Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVF II receives a Class B Delayed Funding Notice in accordance with Sub-Clause Section 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London New York time) on the third second Business Day prior to the date of any proposed Class B Advance, the Issuer HVF II shall have the right to revoke the Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such WEIL:\96021961\2\52399.0016 revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) B. Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause Section 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London New York City time) on the second Business Day preceding the proposed date of such proposed the Class B Advance), notify the Issuer HVF II and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2013-A Supplement, including satisfaction of the Class B Funding Conditions, the aggregate outstanding principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2013-A Revolving Period, the IssuerHVF II, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount or a Class B Additional Investor Group Initial Principal Amount, is referred to as an a “Class B Advance”), by increasing the principal amounts of which increase shall be allocated among the Class B Notes allocated ratably by their respective Class B Commitment Percentages Investor Groups in accordance with Sub-Clause Section 2.2(b)(iv) (Class B Advance Allocations). (A) A. Whenever the Issuer HVF II wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer HVF II shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. (London New York City time) on the third second Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) Section 2.1(b)(ii), in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal IncreaseSection 2.1(c)(ii), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2013-A Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVF II receives a Class B Delayed Funding Notice in accordance with Sub-Clause Section 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London New York time) on the third second Business Day prior to the date of any proposed Class B Advance, the Issuer HVF II shall have the right to revoke the Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note WEIL:\96021878\3\52399.0016 Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) B. Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause Section 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London New York City time) on the second Business Day preceding the proposed date of such proposed the Class B Advance), notify the Issuer HVF II and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2020-1 Supplement, including satisfaction of the Class B Funding Conditions, the aggregate outstanding principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Revolving Series 2020-1 Draw Period, the IssuerHVIF, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount, is referred to as an a “Class B Advance”), by increasing the principal amounts of which increase shall be allocated among the Class B Notes allocated ratably by their respective Class B Commitment Percentages Noteholders in accordance with Sub-Clause 2.2(b)(ivSection 2.2(b)(iii); provided that no more than one (1) (Class B Advance Allocations). shall be permitted in any one (A1) calendar week. Whenever the Issuer HVIF wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, Noteholders to make a Class B Advance, the Issuer HVIF shall notify the Administrative Agent, the related Trustee and each Class B Funding Agent and the Issuer Security Trustee Noteholder by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) Noteholders no later than 11:30 a.m. (London New York City time) on the third seventh (7th) Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal Increase), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount)Advance. Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2020-1 Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVIF receives a Class B Delayed Funding Notice in accordance with Sub-Clause 2.2(b)(v) (Class B Delayed Funding ProceduresSection 2.2(b)(iv) by 6:00 p.m. (London New York time) on the third second (2nd) Business Day prior to the date of any proposed Class B Advance, the Issuer HVIF shall have the right to revoke the Class A/B Advance Request with respect to the requested Class B Advance by providing the Administrative Agent and each Class B Funding Agent Noteholder (with a copy to the Issuer Security Trustee and each Class B Committed Note PurchaserTrustee) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London time) on the second Business Day preceding the date of such proposed Class B Advance), notify the Issuer and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2013-B Supplement, including satisfaction of the Class B Funding Conditions, the aggregate outstanding principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2013-B Revolving Period, the IssuerHVF II, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount or a Class B Additional Investor Group Initial Principal Amount, is referred to as an a “Class B Advance”), by increasing the principal amounts of which increase shall be allocated among the Class B Notes allocated ratably by their respective Class B Commitment Percentages Investor Groups in accordance with Sub-Clause Section 2.2(b)(iv) (Class B Advance Allocations). (A) A. Whenever the Issuer HVF II wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer HVF II shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. 11:30 a. m. (London New York City time) on the third second Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) Section 2.1(b)(ii), in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal IncreaseSection 2.1(c)(ii), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2013-B Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVF II receives a Class B Delayed Funding Notice in accordance with Sub-Clause Section 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London New York time) on the third second Business Day prior to the date of any proposed Class B Advance, the Issuer HVF II shall have the right to revoke the Class A/B/C Advance Request with respect to the requested Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) B. Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause Section 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London New York City time) on the second Business Day preceding the proposed date of such proposed the Class B Advance), notify the Issuer HVF II and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2013-A Supplement, including satisfaction of the Class B Funding Conditions, the aggregate outstanding principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2013-A Revolving Period, the IssuerHVF II, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount or a Class B Additional Investor Group Initial Principal Amount, is referred to as an a “Class B Advance”), by increasing the principal amounts of which increase shall be allocated among the Class B Notes allocated ratably by their respective Class B Commitment Percentages Investor Groups in accordance with Sub-Clause Section 2.2(b)(iv) (Class B Advance Allocations). (A) A. Whenever the Issuer HVF II wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer HVF II shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. 11:30 a. m. (London New York City time) on the third second Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) Section 2.1(b)(ii), in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal IncreaseSection 2.1(c)(ii), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2013-A Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVF II receives a Class B Delayed Funding Notice in accordance with Sub-Clause Section 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London New York time) on the third second Business Day prior to the date of any proposed Class B Advance, the Issuer HVF II shall have the right to revoke the Class A/B/C Advance Request with respect to the requested Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) B. Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause Section 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London New York City time) on the second Business Day preceding the proposed date of such proposed the Class B Advance), notify the Issuer HVF II and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2013-B Supplement, including satisfaction of the Class B Funding WEIL:\95470638\23\52399.0041 Conditions, the aggregate principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2013-B Revolving Period, the IssuerHVF II, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount or a Class B Additional Investor Group Initial Principal Amount, is referred to as an a “Class B Advance”), by increasing the issuing, at par, additional principal amounts of the Class B Notes allocated ratably by their respective among the Class B Commitment Percentages Investor Groups in accordance with Sub-Clause Section 2.2(b)(iv) (Class B Advance Allocations). (A) A. Whenever the Issuer HVF II wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer HVF II shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. (London New York City time) on the third second Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) Section 2.1(b)(ii), in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal IncreaseSection 2.1(c)(ii), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2013-B Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVF II receives a Class B Delayed Funding Notice in accordance with Sub-Clause Section 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London New York time) on the third second Business Day prior to the date of any proposed Class B Advance, the Issuer HVF II shall have the right to revoke the Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) B. Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause Section 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London New York City time) on the second Business Day preceding the proposed date of such proposed the Class B Advance), notify the Issuer HVF II and the related Class B Committed Note Purchaser(s), WEIL:\95470638\23\52399.0041 whether such Class B Conduit Investor has determined to make such Class B Advance.

Class B Advance Requests. Subject to the terms of this AgreementSeries 2014-A Supplement, including satisfaction of the Class B Funding Conditions, the aggregate principal amount of the Class B Notes may be increased from time to time. On any Business Day during the Series 2014-A Revolving Period, the IssuerHVF II, subject to this Sub-Clause Section 2.2(b) (Class B Advances), may increase the Class B Principal Amount (such increase, including any increase resulting from a Class B Investor Group Maximum Principal Increase Amount, is referred to as an a “Class B Advance”), by increasing the issuing, at par, additional principal amounts of the Class B Notes allocated ratably by their respective among the Class B Commitment Percentages Investor Groups in accordance with Sub-Clause Section 2.2(b)(iv) (Class B Advance Allocations). (A) A. Whenever the Issuer HVF II wishes a Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, the Class B Committed Note Purchaser with respect to such Class B Investor Group, to make a Class B Advance, the Issuer HVF II shall notify the Administrative Agent, the related Class B Funding Agent and the Issuer Security Trustee by providing written notice substantially in the form of Exhibit J-2 (Class B Form of Advance Notice) delivered to the Administrative Agent, the Issuer Security Trustee and such Class B Funding Agent (with a copy of such notice delivered to the Class B Committed Note Purchasers) no later than 11:30 a.m. (London New York City time) on the third second Business Day prior to the proposed Class B Advance (which notice may be combined with the notice delivered pursuant to Sub-Clause 2.1(c) (Additional Investor Groups) in the case of a Class B Advance in connection with a Class B Additional Investor Group Initial Principal Amount, or pursuant to Sub-Clause 2.1(d) (Investor Group Maximum Principal IncreaseSection 2.1(c)(ii), in the case of a Class B Advance in connection with a Class B Investor Group Maximum Principal Increase Amount). Each such notice shall be irrevocable and shall in each case refer to this Agreement Series 2014-A Supplement and specify the aggregate amount of the requested Class B Advance to be made on such date; provided, however, if the Issuer HVF II receives a Class B Delayed Funding Notice in accordance with Sub-Clause Section 2.2(b)(v) (Class B Delayed Funding Procedures) by 6:00 p.m. (London New York time) on the third second Business Day prior to the date of any proposed Class B Advance, the Issuer HVF II shall have the right to revoke the Class B Advance Request by providing the Administrative Agent and each Class B Funding Agent (with a copy to the Issuer Security Trustee and each Class B Committed Note Purchaser) written notice, by telecopy or electronic mail, of such revocation no later than 10:00 a.m. (London New York time) on the second Business Day prior to the proposed date of such Class B Advance. (B) B. Each Class B Funding Agent shall promptly advise its related Class B Conduit Investor, or if there is no Class B Conduit Investor with respect to any Class B Investor Group, its related Class B Committed Note Purchaser, of any notice given pursuant to Sub-Clause Section 2.2(b)(i) (Class B Advance Requests) and, if there is a Class B Conduit Investor with respect to any Class B Investor Group, shall promptly thereafter (but in no event later than 11:00 a.m. (London New York City time) on the second Business Day preceding the proposed date of such proposed the Class B Advance), notify the Issuer HVF II and the related Class B Committed Note Purchaser(s), whether such Class B Conduit Investor has determined to make such Class B Advance.. WEIL:\95450705\27\52399.0041