Common use of Principal Deficit and Lease Principal Payment Deficit Events Clause in Contracts

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 2013-A Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 2013-A Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2013-A Reserve Account pursuant to Section 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 2013-A Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 2013-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2013-A Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I Lease to which such Group I Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 2013-A Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2013-A Principal Amount over the amount to be deposited into the Series 2013-A Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 2013-A Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 2013-A Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2013-A Letters of Credit by presenting to each Series 2013-A Letter of Credit Provider a draft accompanied by a Series 2013-A Certificate of Credit Demand; provided however, that if the Series 2013-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2013-A L/C Cash Collateral an amount equal to the lesser of (x) the Series 2013-A L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 2013-A Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2013-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-A Letters of Credit and the proceeds of any such withdrawal from the Series 2013-A L/C Cash Collateral Account into the Series 2013-A Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 20132021-A Letters of Credit. If HVF II III determines on any Payment Date that there exists a Series 20132021-A Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 20132021-A Reserve Account pursuant to Section 5.4(b) (Series 2021-A Reserve Account Withdrawals), then HVF II III shall instruct the Trustee in writing to draw (provided that if HVF III fails to so instruct the Trustee then the Program Agent may direct the Trustee to draw) on the Series 20132021-A Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 20132021-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 20132021-A Letters of Credit on such Payment Date pursuant to Section 5.5(a) (Series 2021-A Letters of Credit and Series 2021-A Demand Notes)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by for any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I Lease to which such Group I Lessee is a partyClass, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 20132021-A Reserve Account pursuant to Section 5.4(b) (Series 2021-A Reserve Account Withdrawals) and (y) on the Legal Final Payment DateDate for any Class of Series 2021-A Notes, the excess, if any, of the Series 20132021-A Principal Amount over the amount to be deposited into the Series 20132021-A Distribution Account (other than as a result of this Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit) and Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note)) on the such Legal Final Payment Date for any Class for payment of principal of the Series 20132021-A Notes. Upon receipt of a notice by the Trustee from HVF II III (or the Program Agent as set forth above) in respect of a Series 20132021-A Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 20132021-A Letters of Credit by presenting to each Series 20132021-A Letter of Credit Provider a draft accompanied by a Series 20132021-A Certificate of Credit Demand; provided however, that if the Series 20132021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20132021-A L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 20132021-A L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II III and (y) the Series 20132021-A Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20132021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 20132021-A Letters of Credit and the proceeds of any such withdrawal from the Series 20132021-A L/C Cash Collateral Account into the Series 20132021-A Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 20132014-A Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 20132014-A Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 20132014-A Reserve Account pursuant to Section 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 20132014-A Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 20132014-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 20132014-A Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I Lease to which such Group I Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 20132014-A Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 20132014-A Principal Amount over the amount to be deposited into the Series 20132014-A Distribution Account (together with any amounts to be deposited therein pursuant to the terms of this Series 2014-A Supplement (other than as a result of this Section 5.5(b) and Section 5.5(c))) on the Legal Final Payment Date for payment of principal of the Series 20132014-A Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 20132014-A Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 20132014-A Letters of Credit by presenting to each Series 20132014-A Letter of Credit Provider a draft accompanied by a Series 20132014-A Certificate of Credit Demand; provided however, that if the Series 20132014-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20132014-A L/C Cash Collateral an amount equal to the lesser of (x) the Series 20132014-A L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 20132014-A Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20132014-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 20132014-A Letters of Credit and the proceeds of any such withdrawal from the Series 20132014-A L/C Cash Collateral Account into the Series 20132014-A Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 2013-A B Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 2013-A B Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2013-A B Reserve Account pursuant to Section 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 2013-A B Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 2013-A B Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2013-A B Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than date that is prior to the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I II Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I II Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I II Lease to which such Group I II Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 2013-A B Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2013-A Principal Amount over the amount to be deposited into the Series 2013-A Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c5.4(c)) on the Legal Final Payment Date for payment of principal of the Series 2013-A Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 2013-A B Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2013-A B Letters of Credit by presenting to each Series 2013-A B Letter of Credit Provider a draft accompanied by a Series 2013-A B Certificate of Credit Demand; provided provided, however, that if the Series 2013-A LX X/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2013-A LX X/C Cash Collateral an amount equal to the lesser of (x) the Series 2013-A LX X/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 2013-A B Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2013-A B Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-A B Letters of Credit and the proceeds of any such withdrawal from the Series 2013-A LX X/C Cash Collateral Account into the Series 2013-A B Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 20132021-A Letters of Credit. If HVF II III determines on any Payment Date that there exists a Series 20132021-A Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2013-2021- A Reserve Account pursuant to Section 5.4(b) (Series 2021-A Reserve Account Withdrawals), then HVF II III shall instruct the Trustee in writing to draw (provided that if HVF III fails to so instruct the Trustee then the Program Agent may direct the Trustee to draw) on the Series 20132021-A Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 20132021-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 20132021-A Letters of Credit on such Payment Date pursuant to Section 5.5(a) (Series 2021-A Letters of Credit and Series 2021-A Demand Notes)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I Lease to which such Group I Lessee is a partyDate, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 20132021-A Reserve Account pursuant to Section 5.4(b) (Series 2021-A Reserve Account Withdrawals) and (y) on the Legal Final Payment DateDate for any Class of Series 2021-A Notes, the excess, if any, of the Series 20132021-A Principal Amount over the amount to be deposited into the Series 20132021-A Distribution Account (other than as a result of this Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit) and Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note)) on the such Legal Final Payment Date for payment of principal of the Series 20132021-A Notes. Upon receipt of a notice by the Trustee from HVF II III (or the Program Agent as set forth above) in respect of a Series 20132021-A Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 20132021-A Letters of Credit by presenting to each Series 20132021-A Letter of Credit Provider a draft accompanied by a Series 20132021-A Certificate of Credit Demand; provided however, that if the Series 20132021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20132021-A L/C Cash Collateral an amount equal to the lesser of (x) the Series 20132021-A L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II III and (y) the Series 20132021-A Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20132021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 20132021-A Letters of Credit and the proceeds of any such withdrawal from the Series 20132021-A L/C Cash Collateral Account into the Series 20132021-A Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 2013-A Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 2013-A Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2013-A Reserve Account pursuant to Section 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 2013-A Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 2013-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2013-A Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than date that is prior to the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I Lease to which such Group I Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 2013-A Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2013-A Principal Amount over the amount to be deposited into the Series 2013-A Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c5.4(c)) on the Legal Final Payment Date for payment of principal of the Series 2013-A Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 2013-A Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2013-A Letters of Credit by presenting to each Series 2013-A Letter of Credit Provider a draft accompanied by a Series 2013-A Certificate of Credit Demand; provided provided, however, that if the Series 2013-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2013-A L/C Cash Collateral an amount equal to the lesser of (x) the Series 2013-A L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 2013-A Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2013-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-A Letters of Credit and the proceeds of any such withdrawal from the Series 2013-A L/C Cash Collateral Account into the Series 2013-A Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 2013-A Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 2013-A Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2013-A Reserve Account pursuant to Section 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 2013-A Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 2013-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2013-A Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I Lease to which such Group I Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 2013-A WEIL:\96021878\3\52399.0016 Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2013-A Principal Amount over the amount to be deposited into the Series 2013-A Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 2013-A Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 2013-A Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2013-A Letters of Credit by presenting to each Series 2013-A Letter of Credit Provider a draft accompanied by a Series 2013-A Certificate of Credit Demand; provided however, that if the Series 2013-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2013-A L/C Cash Collateral an amount equal to the lesser of (x) the Series 2013-A L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 2013-A Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2013-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-A Letters of Credit and the proceeds of any such withdrawal from the Series 2013-A L/C Cash Collateral Account into the Series 2013-A Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 20132020-A 1 Letters of Credit. If HVF II HVIF determines on any Payment Date that there exists a Series 20132020-A 1 Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 20132020-A 1 Reserve Account pursuant to Section 5.4(b), then HVF II HVIF shall instruct the Trustee in writing to draw on the Series 20132020-A 1 Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 20132020-A 1 Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 20132020-A 1 Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I HVIF Lease to which such Group I Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 20132020-A 1 Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 20132020-A 1 Principal Amount over the amount to be deposited into the Series 20132020-A 1 Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 20132020-A 1 Notes. Upon receipt of a notice by the Trustee from HVF II HVIF in respect of a Series 20132020-A 1 Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 20132020-A 1 Letters of Credit by presenting to each Series 20132020-A 1 Letter of Credit Provider a draft accompanied by a Series 20132020-A 1 Certificate of Credit Demand; provided provided, however, that if the Series 20132020-A 1 L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20132020-A 1 L/C Cash Collateral Account an amount equal to the lesser of (x) the Series 20132020-A 1 L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II HVIF and (y) the Series 20132020-A 1 Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20132020-A 1 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 20132020-A 1 Letters of Credit and the proceeds of any such withdrawal from the Series 20132020-A 1 L/C Cash Collateral Account into the Series 20132020-A 1 Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 20132014-A Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 20132014-A Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 20132014-A Reserve Account pursuant to Section 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 20132014-A Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 20132014-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 20132014-A Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and and WEIL:\95450705\27\52399.0041 (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I Lease to which such Group I Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 20132014-A Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 20132014-A Principal Amount over the amount to be deposited into the Series 20132014-A Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 20132014-A Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 20132014-A Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 20132014-A Letters of Credit by presenting to each Series 20132014-A Letter of Credit Provider a draft accompanied by a Series 20132014-A Certificate of Credit Demand; provided however, that if the Series 20132014-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20132014-A L/C Cash Collateral an amount equal to the lesser of (x) the Series 20132014-A L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 20132014-A Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20132014-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 20132014-A Letters of Credit and the proceeds of any such withdrawal from the Series 20132014-A L/C Cash Collateral Account into the Series 20132014-A Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 20132021-A Letters of Credit. If HVF II III determines on any Payment Date that there exists a Series 20132021-A Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 20132021-A Reserve Account pursuant to Section 5.4(b) (Series 2021-A Reserve Account Withdrawals), then HVF II III shall instruct the Trustee in writing to draw (provided that if HVF III fails to so instruct the Trustee then the Program Agent may direct the Trustee to draw) on the Series 20132021-A Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 20132021-A Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 20132021-A Letters of Credit on such Payment Date pursuant to Section 5.5(a) (Series 2021-A Letters of Credit and Series 2021-A Demand Notes)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I Lease to which such Group I Lessee is a partyDate, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 20132021-A Reserve Account pursuant to Section 5.4(b) (Series 2021-A Reserve Account Withdrawals) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 20132021-A Principal Amount over the amount to be deposited into the Series 20132021-A Distribution Account (other than as a result of this Section 5.5(b) (Principal Deficit and Lease Principal Payment Deficit Events – Initial Draws on Series 2021-A Letters of Credit) and Section 5.5(c) (Principal Deficit Amount – Draws on Series 2021-A Demand Note)) on the Legal Final Payment Date for payment of principal of the Series 20132021-A Notes. Upon receipt of a notice by the Trustee from HVF II III (or the Program Agent as set forth above) in respect of a Series 20132021-A Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 20132021-A Letters of Credit by presenting to each Series 20132021-A Letter of Credit Provider a draft accompanied by a Series 20132021-A Certificate of Credit Demand; provided however, that if the Series 20132021-A L/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 20132021-A L/C Cash Collateral an amount equal to the lesser of (x) the Series 20132021-A L/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II III and (y) the Series 20132021-A Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a) (Interest Deficit and Lease Interest Payment Deficit Events – Draws on Series 2021-A Letters of Credit)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 20132021-A Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 20132021-A Letters of Credit and the proceeds of any such withdrawal from the Series 20132021-A L/C Cash Collateral Account into the Series 20132021-A Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 2013-A B Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 2013-A B Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2013-A B Reserve Account pursuant to Section 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 2013-A B Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 2013-A B Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2013-A B Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I II Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I II Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I II Lease to which such Group I II Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 2013-A B Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2013-A B Principal Amount over the amount to be deposited into the Series 2013-A B Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 2013-A B Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 2013-A B Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2013-A B Letters of Credit by presenting to each Series 2013-A B Letter of Credit Provider a draft accompanied by a Series 2013-A B Certificate of Credit Demand; provided however, that if the Series 2013-A LX X/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2013-A LX X/C Cash Collateral an amount equal to the lesser of (x) the Series 2013-A LX X/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 2013-A B Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2013-A B Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-A B WEIL:\96021961\2\52399.0016 Letters of Credit and the proceeds of any such withdrawal from the Series 2013-A LX X/C Cash Collateral Account into the Series 2013-A B Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 2013-A B Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 2013-A B Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2013-A B Reserve Account pursuant to Section 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 2013-A B Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 2013-A B Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2013-A B Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I II Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I II Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I II Lease to which such Group I II Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 2013-A B Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2013-A B Principal Amount over the amount to be deposited into the Series 2013-A B Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 2013-A B Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 2013-A B Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2013-A B Letters of Credit by presenting to each Series 2013-A B Letter of Credit Provider a draft accompanied by a Series 2013-A B Certificate of Credit Demand; provided however, that if the Series 2013-A LX X/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2013-A LX X/C Cash Collateral an amount equal to the lesser of (x) the Series 2013-A LX X/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 2013-A B Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2013-A B Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-A B Letters of Credit and the proceeds of any such withdrawal from the Series 2013-A LX X/C Cash Collateral Account into the Series 2013-A B Principal Collection Account on such Payment Date.

Principal Deficit and Lease Principal Payment Deficit Events. Initial Draws on Series 2013-A B Letters of Credit. If HVF II determines on any Payment Date that there exists a Series 2013-A B Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from the Series 2013-A B Reserve Account pursuant to Section WEIL:\95470638\23\52399.0041 5.4(b), then HVF II shall instruct the Trustee in writing to draw on the Series 2013-A B Letters of Credit, if any, in an amount equal to the least of: (i) such excess; (ii) the Series 2013-A B Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2013-A B Letters of Credit on such Payment Date pursuant to Section 5.5(a)); and (iii) (x) on any such Payment Date other than the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by any Group I II Lessee of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which such Group I II Lessee shall have resumed making all payments of Monthly Variable Rent required to be made under each Group I II Lease to which such Group I II Lessee is a party, the excess, if any, of the Principal Deficit Amount over the amount, if any, withdrawn from the Series 2013-A B Reserve Account pursuant to Section 5.4(b) and (y) on the Legal Final Payment Date, the excess, if any, of the Series 2013-A B Principal Amount over the amount to be deposited into the Series 2013-A B Distribution Account (other than as a result of this Section 5.5(b) and Section 5.5(c)) on the Legal Final Payment Date for payment of principal of the Series 2013-A B Notes. Upon receipt of a notice by the Trustee from HVF II in respect of a Series 2013-A B Lease Principal Payment Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on the Series 2013-A B Letters of Credit by presenting to each Series 2013-A B Letter of Credit Provider a draft accompanied by a Series 2013-A B Certificate of Credit Demand; provided however, that if the Series 2013-A LX X/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2013-A LX X/C Cash Collateral an amount equal to the lesser of (x) the Series 2013-A LX X/C Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by HVF II and (y) the Series 2013-A B Available L/C Cash Collateral Account Amount on such Payment Date (after giving effect to any withdrawals therefrom on such Payment Date pursuant to Section 5.5(a)), and the Trustee shall draw an amount equal to the remainder of such amount on the Series 2013-A B Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2013-A B Letters of Credit and the proceeds of any such withdrawal from the Series 2013-A LX X/C Cash Collateral Account into the Series 2013-A B Principal Collection Account on such Payment Date.