Common use of Class B Notes Clause in Contracts

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes), Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes), Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.WEIL:

Class B Notes. (a) Subject only to compliance with Section 2.16(b), Section 2.16(c) and Section 2.16(d), the Issuer may issue Class B Notes pursuant to this Sub-Clause 2.1(c)(iiIndenture (a “Class B Issuance”) (for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Class B Issuance shall be authorized pursuant to one or more Manager Resolutions. Each Class B Note shall be designated generally as a Note for all purposes under this Indenture. Each Class B Note shall have such further designations added or incorporated in such title as specified in the related Manager Resolution or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of such Class B Notes). If the proceeds of the Class B Notes are being used to redeem the Class A Notes, Sub-Clause 2.1(ein whole or in part, the Class B Notes shall be issued on the Payment Date on which the Optional Redemption of the Class A Notes being refinanced is to occur as provided in Section 3.11. (b) (Conditions If the proceeds of the Class B Notes are being used to Issuance redeem any Class A Notes, such redemption shall be effected as an Optional Redemption pursuant to Section 3.10. On the date of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Periodsuch Optional Redemption, the Issuer from time shall issue and sell an aggregate principal amount of Class B Notes in an amount not less than the amount sufficient to timepay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of Class B Notes shall be used to make the deposit required by Section 3.11, upon one to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Manager Resolution authorizing the issuance of such Class B Notes. Subject to Section 3.11(b), once a notice of Redemption in respect of any Class B Issuance is published in accordance with Section 3.11(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (1c) month’s prior written notice Each Class B Note shall contain such terms as may be established in or pursuant to the related Manager Resolution (subject to Section 2.1) or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, and shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of the Class B Notes, any or all of the following, as applicable, with respect to the related Class B Issuance shall have been determined by the Issuer and set forth in such Manager Resolution and in any indenture supplemental hereto or specified in the form of such Class B Notes, as the case may be, with respect to the Class B Funding Agents Notes to be issued: (or such shorter period as may be agreed between i) the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution aggregate principal amount of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three Notes that may be issued; (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (iii) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members proposed date of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, Issuance; (iii) the Final Legal Maturity Date of any such Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and Notes; (iv) whether any such Class B Notes are to have the desired effective date benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Class B Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Class B Notes shall be issuable; (vii) whether any such Class B Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Class B Note may exchange such interests for Class B Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; and (viii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to Class B Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Class B Notes are established by action taken pursuant to one or more Manager Resolutions, such Manager Resolutions shall be delivered to the Trustee setting forth the terms of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any NoteholderClass B Notes.

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes)On each Payment Date, Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) to the names extent any Class B Monthly Interest Shortfall exists after the deposit required pursuant to Section 4.7 of this Supplement has been made, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from funds on deposit in the Series 1997 1/N1 Excess Funding Account an amount equal to the lesser of (A) the amount on deposit in the Series 1997 1/N1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Section 4.9(a) of this Supplement) in an amount not to exceed the Series 1997 1/N1 Available Subordinated Amount at such time (after application of any amounts pursuant to Section 4.9(a) of this Supplement), and (B) the remaining amount of the Class B Conduit Investors, if anyMonthly Interest Shortfall, and deposit such amount in the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) Distribution Account to pay the Class B Maximum Investor Group Principal Amount Monthly Interest and the any unpaid Class B Additional Investor Group Initial Principal Amount, in each case Deficiency Amounts with respect to such Class B Additional Investor GroupMonthly Interest (together with accrued interest on all such unpaid Class B Deficiency Amounts) and (ii) to the extent any such Class B Monthly Interest Shortfall remains after the deposit required pursuant to Section 4.9(b)(i) of this Supplement has been made, if amounts have been drawn on the Series 1997 1/N1 Letter of Credit and deposited into the Series 1997 1/N1 Collection Account pursuant to Section 4.18 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1997 1/N1 Collection Account on such Payment Date the lesser of (iiiA) the amount on deposit in the Series 1997 1/N1 Collection Account representing such amount drawn on the Series 1997 1/N1 Letter of Credit (after application of any amounts pursuant to Section 4.9(a) of this Supplement) and (B) the amount of the remaining Class B Monthly Interest Shortfall and deposit such amount in the Class B Maximum Principal Amount and each Distribution Account to pay the Class B Committed Note Purchaser’s Monthly -68- 73 Interest and any unpaid Class B Committed Note Purchaser Percentage in each case after giving effect Deficiency Amounts with respect to such addition and Class B Monthly Interest (iv) the desired effective date of together with accrued interest on all such additionunpaid Class B Deficiency Amounts). On each Payment Date the effective date of each such additionPaying Agent shall, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with Section 5.1 of the information provided Base Indenture and the Master Servicer's most recent Monthly Certificate, but subject to Section 4.14 of this Supplement, pay to the Class B Noteholders from the Class B Distribution Account the amount deposited in the notice described above relating to such addition, which revision, Class B Distribution Account for the avoidance of doubt, shall not require the consent payment of the Issuer Security Trustee or any NoteholderClass B Interest Amount pursuant to Section 4.8(b) of this Supplement and clauses (i) and (ii) of this Section 4.9(b).

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes)On each Distribution Date, Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) if amounts have been drawn on the names Letter of Credit and deposited into the Series 1996-1 Collection Account pursuant to Section 3.8 of this Supplement, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Collection Account on such Distribution Date the lesser of (A) the amount on deposit in the Series 1996-1 Collection Account representing such draw on the Letter of Credit (after application of any amounts pursuant to Section 3.4(a) of this Supplement) and (B) the amount of the Class B Conduit Investors, if any, Monthly Interest Shortfall and deposit such amount in the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) Distribution Account to pay the Class B Maximum Investor Group Principal Amount Monthly Interest and the any unpaid Class B Additional Investor Group Initial Principal Amount, in each case Deficiency Amounts with respect to such Class B Additional Investor GroupMonthly Interest (together with accrued interest on all such unpaid Class B Deficiency Amounts) and (ii) to the extent any such Class B Monthly Interest Shortfall remains after the deposits required pursuant to Section 3.2(b) and Section 3.4(b)(i) have been made, the Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1996-1 Excess Funding Account an amount equal to the lesser of (iiiA) the amount on deposit in the Series 1996-1 Excess Funding Account on such Distribution Date (after application of any amounts pursuant to Section 3.4(a) in an amount not to exceed the Series 1996-1 Available Subordinated Amount at such time, and (B) the remaining amount of the Class B Maximum Principal Amount Monthly Interest Shortfall, and each deposit such amount in the Class B Committed Note Purchaser’s Distribution Account to pay the Class B Committed Note Purchaser Percentage in each case after giving effect Monthly Interest and any unpaid Class B Deficiency Amounts with respect to such addition and Class B Monthly Interest (iv) the desired effective date of together with accrued interest on all such additionunpaid Class B Deficiency Amounts). On the effective date of each such additionDistribution Date, the Administrative Paying Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto shall, in accordance with Section 6.1 of the information provided Base Indenture but subject to Section 3.13 of this Supplement, pay to the Class B Noteholders from the Class B Distribution Account the amount deposited in the notice described above relating to such addition, which revision, Class B Distribution Account for the avoidance payment of doubt, shall not require the consent interest pursuant to Section 3.3(b) of the Issuer Security Trustee or any Noteholderthis Supplement and clauses (i) and (ii) of this Section 3.4(b).

Class B Notes. (a) Subject only to compliance with Section 2.16(b), Section 2.16(c) and Section 2.16(d), the Issuer may issue Class B Notes pursuant to this Sub-Clause 2.1(c)(iiIndenture (a “Class B Issuance”) (for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Class B Issuance shall be authorized pursuant to one or more Resolutions. Each Class B Note shall be designated generally as a Note for all purposes under this Indenture. Each Class B Note shall have such further designations added or incorporated in such title as specified in the related Resolution or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of such Class B Notes, including making dividends or distributions to the Equityholders. If the proceeds of the Class B Notes are being used to redeem the Class A Notes, in whole or in part, the Class B Notes shall be issued on the Payment Date on which the Optional Redemption of the Class A Notes being refinanced is to occur as provided in Section 3.10. (b) If the proceeds of the Class B Notes are being used to redeem any Class A Notes, such redemption shall be effected as an Optional Redemption pursuant to Section 3.9(b), Sub-Clause 2.1(e) (Conditions to Issuance . On the date of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Periodsuch Optional Redemption, the Issuer from time shall issue and sell an aggregate principal amount of Class B Notes in an amount not less than the amount sufficient to timepay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of Class B Notes shall be used to make the deposit required by Section 3.10, upon one to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Resolution authorizing the issuance of such Class B Notes. Subject to Section 3.10(b), once a notice of Redemption in respect of any Class B Issuance is published in accordance with Section 3.10(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (1c) month’s prior written notice Each Class B Note shall contain such terms as may be established in or pursuant to the related Resolution (subject to Section 2.1) or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, and shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of the Class B Notes, any or all of the following, as applicable, with respect to the related Class B Issuance shall have been determined by the Issuer and set forth in such Resolution and in any indenture supplemental hereto or specified in the form of such Class B Notes, as the case may be, with respect to the Class B Funding Agents Notes to be issued: (or such shorter period as may be agreed between i) the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution aggregate principal amount of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three Notes that may be issued; (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (iii) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members proposed date of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, Issuance; (iii) the Final Legal Maturity Date of any such Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and Notes; (iv) whether any such Class B Notes are to have the desired effective date benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Class B Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Class B Notes shall be issuable; (vii) whether such Class B Notes will be subject to redemption pursuant to Section 3.9(c); (viii) whether any such Class B Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Class B Note may exchange such interests for Class B Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; and (ix) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to Class B Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Class B Notes are established by action taken pursuant to one or more Resolutions, such Resolutions shall be delivered to the Trustee setting forth the terms of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any NoteholderClass B Notes.

Class B Notes. (a) Subject only to compliance with this Sub-Clause 2.1(c)(iiSection 2.16(b) (and Section 5.1(d), Royalty Sub may issue Class B Notes pursuant to this Indenture (a "Class B Issuance") for any purpose, including, at the option of Royalty Sub, for the purpose of funding a redemption of the Class A Notes), Sub-Clause 2.1(e) (Conditions in whole or in part. Each Class B Issuance shall be authorized pursuant to Issuance one or more Board Resolutions. Each Class B Note shall be designated generally as a Note for all purposes under this Indenture. Each Class B Note shall have such further designations added or incorporated in such title as specified in the related Board Resolution or in any indenture supplemental hereto providing for the issuance of Additional Issuer such Notes or specified in the form of such Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during as the Revolving Period, case may be. If the Issuer from time to time, upon one (1) month’s prior written notice to proceeds of the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and Notes are being used to redeem the Class B Funding Agents)A Notes, may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agentin whole or in part, the Class B Conduit InvestorsNotes shall be issued on the Payment Date on which the Optional Redemption of the Class A Notes being refinanced is to occur as provided in Section 3.2. (b) If the proceeds of the Class B Notes are being used to redeem any Class A Notes, such redemption shall be effected as an Optional Redemption pursuant to Section 3.1. On the date of any such Optional Redemption, Royalty Sub shall issue and sell an aggregate principal amount of Class B Notes in an amount not less than the sum of the Redemption Price of the Notes being refinanced thereby and any Redemption Premium plus the Transaction Expenses relating thereto. The proceeds of each sale of Class B Notes shall be used to make the deposit required by Section 3.2(b), if applicable, to pay such Transaction Expenses and/or for such other purposes, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group as shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided be specified in the notice described above relating to such addition, which revision, for Board Resolution authorizing the avoidance issuance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.such

Class B Notes. (a) Subject only to compliance with Section 2.16(b), Section 2.16(c) and Section 2.16(d), the Issuer may issue Class B Notes pursuant to this Sub-Clause 2.1(c)(iiIndenture (a “Class B Issuance”) for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Class B Issuance shall be authorized pursuant to one or more Manager Resolutions. Each Class B Note shall be designated generally as a Note for all purposes under this Indenture. Each Class B Note shall have such further designations added or incorporated in such title as specified in the related Manager Resolution or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. If the proceeds of the Class B Notes are being used to redeem the Class A Notes, in whole or in part, the Class B Notes shall be issued on the Payment Date on which the Optional Redemption of the Class A Notes being refinanced is to occur as provided in Section 3.11. (b) If the proceeds of the Class B Notes are being used to redeem any Class A Notes, such redemption shall be effected as an Optional Redemption pursuant to Section 3.10. On the date of any such Optional Redemption, the Issuer shall issue and sell an aggregate principal amount of Class B Notes in an amount equal to the Redemption Price of the Notes being refinanced thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of Class B Notes shall be used to make the deposit required by Section 3.11(b), if applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Manager Resolution authorizing the issuance of such Class B Notes. Once a notice of Redemption in respect of any Class B Issuance is published in accordance with Section 3.11(a), Sub-Clause 2.1(eeach class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (c) Each Class B Note shall contain such terms as may be established in or pursuant to the related Manager Resolution (Conditions subject to Section 2.1) or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, and shall be subordinate to the Class A Notes to the extent provided in this Indenture. No less than seven Business Days prior to the issuance of the Class B Notes, any or all of the following, as applicable, with respect to the related Class B Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, shall have been determined by the Issuer from time to timeand set forth in such Manager Resolution or in any indenture supplemental hereto or specified in the form of such Class B Notes, upon one (1) month’s prior written notice as the case may be, with respect to the Class B Funding Agents Notes to be issued: (or such shorter period as may be agreed between i) the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution aggregate principal amount of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three Notes that may be issued; (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (iii) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members proposed date of such Class B Additional Investor Group and their related Class B Funding AgentIssuance; (iii) if applicable, (ii) the Class B Maximum Investor Group Principal Amount Base Case Final Payment Date and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to Final Legal Maturity Date of any such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and Notes; (iv) whether any such Class B Notes are to have the desired effective date benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Class B Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Class B Notes shall be issuable; (vii) whether any such Class B Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Class B Note may exchange such interests for Class B Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; and (viii) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to Class B Notes (which terms shall comply with Applicable Law and not be inconsistent with the requirements or restrictions of this Indenture). (d) If any of the terms of any issue of Class B Notes are established by action taken pursuant to one or more Manager Resolutions, such Manager Resolutions shall be delivered to the Trustee setting forth the terms of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any NoteholderClass B Notes.

Class B Notes. (a) Subject only to compliance with Section 2.16(b), Section 2.16(c) and Section 2.16(d), the Issuer may issue Class B Notes pursuant to this Sub-Clause 2.1(c)(iiIndenture (a “Class B Issuance”) (for any purpose, including, at the option of the Issuer, for the purpose of funding a redemption of the Class A Notes, in whole or in part. Each Class B Issuance shall be authorized pursuant to one or more Manager Resolutions. Each Class B Note shall be designated generally as a Note for all purposes under this Indenture. Each Class B Note shall have such further designations added or incorporated in such title as specified in the related Manager Resolution or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. There are no limitations on the use of proceeds from the issuance of such Class B Notes. If the proceeds of the Class B Notes are being used to redeem the Class A Notes, in whole or in part, the Class B Notes shall be issued on the Payment Date on which the Optional Redemption of the Class A Notes being refinanced is to occur as provided in Section 3.11. (b) If the proceeds of the Class B Notes are being used to redeem any Class A Notes, such redemption shall be effected as an Optional Redemption pursuant to Section 3.10(b), Sub-Clause 2.1(e) (Conditions to Issuance . On the date of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Periodsuch Optional Redemption, the Issuer from time shall issue and sell an aggregate principal amount of Class B Notes in an amount not less than the amount sufficient to timepay in full the applicable Redemption Price of the Notes being redeemed thereby plus the Transaction Expenses relating thereto. The proceeds of each sale of Class B Notes shall be used to make the deposit required by Section 3.11, upon one to the extent applicable, to pay such Transaction Expenses and/or for such other purposes, if any, as shall be specified in the Manager Resolution authorizing the issuance of such Class B Notes. Subject to Section 3.11(b), once a notice of Redemption in respect of any Class B Issuance is published in accordance with Section 3.11(a), each class of Notes to which such notice applies shall become due and payable on the Redemption Date stated in such notice at their Redemption Price. (1c) month’s prior written notice Each Class B Note shall contain such terms as may be established in or pursuant to the related Manager Resolution (subject to Section 2.1) or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted herein, and shall be subordinate to the Class A Notes to the extent provided in this Indenture. Prior to the issuance of the Class B Notes, any or all of the following, as applicable, with respect to the related Class B Issuance shall have been determined by the Issuer and set forth in such Manager Resolution and in any indenture supplemental hereto or specified in the form of such Class B Notes, as the case may be, with respect to the Class B Funding Agents Notes to be issued: (or such shorter period as may be agreed between i) the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution aggregate principal amount of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three Notes that may be issued; (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (iii) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members proposed date of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, Issuance; (iii) the Final Legal Maturity Date of any such Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and Notes; (iv) whether any such Class B Notes are to have the desired effective date benefit of any reserve account and, if so, the amount and terms thereof; (v) the rate at which such Class B Notes shall bear interest or the method by which such rate shall be determined; (vi) the denomination or denominations in which such Class B Notes shall be issuable; (vii) whether such Class B Notes will be subject to redemption pursuant to Section 3.10(c); (viii) whether any such Class B Notes are to be issuable initially in temporary or permanent global form and, if so, whether beneficial owners of interests in any such permanent global Class B Note may exchange such interests for Class B Notes of like tenor and of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.7, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor; and (ix) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to Class B Notes (which terms shall comply with Applicable Law and not violate any restrictions of this Indenture). (d) If any of the terms of any issue of Class B Notes are established by action taken pursuant to one or more Manager Resolutions, such Manager Resolutions shall be delivered to the Trustee setting forth the terms of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any NoteholderClass B Notes.

Class B Notes. Subject only to compliance with this Sub-Clause 2.1(c)(ii) (Class B Notes), Sub-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholder.,

Class B Notes. Subject only On the terms and conditions set forth in this Series 2013-B Supplement, HVF II shall issue, and shall cause the Trustee to compliance with this Sub-Clause 2.1(c)(ii) (authenticate, the initial Class B Notes), SubNotes on the Series 2013-Clause 2.1(e) (Conditions to Issuance of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount), on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice to the B Restatement Effective Date. Such Class B Funding Agents (or such shorter period as may be agreed between the Issuer and the Class B Funding Agents), may increase the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to Notes for each Class B Funding Agent party hereto Investor Group shall: A. bear a face amount as of the date Series 2013-B Restatement Effective Date of such notice and up to the Administrative Agent, sum of any such addition, setting forth (i) the names of the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group and (ii) the “Class B Maximum Investor Group Principal Amount” (under and as defined in the Series 2013-A Supplement) with respect to such Class B Investor Group (in its capacity as a “Class B Investor Group” under and as defined in the Series 2013-A Supplement), B. have an initial principal amount equal to the Class B Initial Investor Group Principal Amount with respect to such Class B Investor Group, (iii) C. be dated the Series 2013-B Restatement Effective Date, D. be registered in the name of the respective Class B Maximum Principal Amount Funding Agent or its nominee, as agent for the related Class B Conduit Investor, if any, and each the related Class B Committed Note Purchaser’s , or in such other name as the respective Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Funding Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto may request, E. be duly authenticated in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent provisions of the Issuer Security Trustee Group II Indenture and this Series 2013-B Supplement, and F. be delivered to or any Noteholderat the direction of the respective Class B Funding Agent against funding of the Class B Initial Investor Group Principal Amount for such Class B Investor Group, by such Class B Investor Group, in accordance with Section 2.2(b) of this Series 2013-B Supplement, as if such Class B Initial Investor Group Principal Amount were a Class B Advance. WEIL:\95470638\23\52399.0041 (b) Additional Investor Groups.

Class B Notes. Subject On each Payment Date, (i) to the extent that any Class B Monthly Interest Shortfall exists after the deposits required pursuant to Section 4.8(b) of this Supplement, and if and only if an Insolvency Period shall be continuing, the Master Servicer shall instruct the Trustee or Paying Agent to compliance withdraw from funds on deposit in the Series 1999-1 Cash Liquidity Account an amount equal to the lesser of (A) the amount of such Class B Monthly Interest Shortfall and (B) the amount on deposit in the Series 1999-1 Cash Liquidity Account (after giving effect to any withdrawals therefrom required on such Payment Date by Sections 4.24(a), 4.8(f) and 4.9(a)(i)), and deposit such amount in the Class B Distribution Account to pay the Class B Interest Amount and any unpaid Class B Deficiency Amounts with respect to such Payment Date (together with accrued interest on all unpaid Class B Deficiency Amounts), (ii) to the extent any Class B Monthly Interest Shortfall exists after the deposits required pursuant to Section 4.8(b) and, if applicable, Section 4.9(b)(i) of this SubSupplement have been made, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from funds on deposit in the Series 1999-Clause 2.1(c)(ii1 Excess Funding Account an amount equal to the least of (A) the amount on deposit in the Series 1999-1 Excess Funding Account on such Payment Date (after application of any amounts pursuant to Section 4.9(a) of this Supplement),(B) the Series 1999-1 Available Subordinated Amount at such time (after application of any amounts pursuant to Section 4.9(a) of this Supplement), and (C) the remaining amount of the Class B Monthly Interest Shortfall, and deposit such amount in the Class B Distribution Account to pay the Class B Interest Amount and any unpaid Class B Deficiency Amounts with respect to such Payment Date (together with accrued interest on all such unpaid Class B Deficiency Amounts) and (iii) to the extent any such Class B Monthly Interest Shortfall remains after the deposits required pursuant to Section 4.9(b)(i) (if applicable) and Section 4.9(b)(ii) of this Supplement have been made, if amounts have been drawn on the Series 1999-1 Letter of Credit and deposited into the Series 1999-1 Collection Account pursuant to Section 4.18 of this Supplement, the Master Servicer shall instruct the Trustee or the Paying Agent to withdraw from the Series 1999-1 Collection Account on such Payment Date the lesser of (A) the amount on deposit in the Series 1999-1 Collection Account representing such amount drawn on the Series 1999-1 Letter of Credit (after application of any amounts pursuant to Section 4.9(a) of this Supplement) and (B) the amount of the remaining Class B NotesMonthly Interest Shortfall and deposit such amount in the Class B Distribution Account to pay the Class B Interest Amount and any unpaid Class B Deficiency Amounts with respect to such Payment Date (together with accrued interest on all such unpaid Class B Deficiency Amounts). On each Payment Date the Paying Agent shall, Sub-Clause 2.1(e) (Conditions in accordance with Section 5.1 of the Base Indenture and the Master Servicer's most recent Monthly Certificate, but subject to Issuance Section 4.14 of Additional Issuer Notes) and Sub-Clause 2.1(f) (Additional Issuer Notes Face and Principal Amount)this Supplement, on any Business Day during the Revolving Period, the Issuer from time to time, upon one (1) month’s prior written notice pay to the Class B Funding Agents (or such shorter period as may be agreed between the Issuer and Noteholders from the Class B Funding Agents), may increase Distribution Account the amount deposited in the Class B Maximum Principal Amount by entering into a Class B Addendum with each member of a Class B Additional Investor Group and its related Class B Funding Agent, and upon execution of any such Class B Addendum, such related Class B Funding Agent, Distribution Account for the Class B Conduit Investors, if any, and the Class B Committed Note Purchasers in such Class B Additional Investor Group shall become parties to this Agreement from and after the date of such execution. The Issuer shall provide at least three (3) Business Days prior written notice to each Class B Funding Agent party hereto as of the date of such notice and the Administrative Agent, of any such addition, setting forth (i) the names payment of the Class B Conduit Investors, if any, Interest Amount pursuant to Section 4.8(b) of this Supplement and the Class B Committed Note Purchasers that are members of such Class B Additional Investor Group clauses (i),(ii) and their related Class B Funding Agent, (ii) the Class B Maximum Investor Group Principal Amount and the Class B Additional Investor Group Initial Principal Amount, in each case with respect to such Class B Additional Investor Group, (iii) the Class B Maximum Principal Amount and each Class B Committed Note Purchaser’s Class B Committed Note Purchaser Percentage in each case after giving effect to such addition and (iv) the desired effective date of such addition. On the effective date of each such addition, the Administrative Agent shall revise Schedule 2 (Conduit Investors and Committed Note Purchasers) hereto in accordance with the information provided in the notice described above relating to such addition, which revision, for the avoidance of doubt, shall not require the consent of the Issuer Security Trustee or any Noteholderthis Section 4.9(b).