Common use of Reduction of Class C Maximum Principal Amount Clause in Contracts

Reduction of Class C Maximum Principal Amount. (i) HVF II, upon three (3) Business Days’ notice to the Administrative Agent, each Class C Funding Agent, each Class C Conduit Investor and each Class C Committed Note Purchaser, may effect a permanent reduction (but without prejudice to HVF II’s right to effect a Class C Investor Group Maximum Principal Increase with respect to any Class C Investor Group or add any Class C Additional Investor Group in the future, in each case in accordance with Section 2.1) of the Class C Maximum Principal Amount and a corresponding reduction of each Class C Maximum Investor Group Principal Amount; provided that, with respect to any such reduction effected pursuant to this clause (i), A. any such reduction (A) will be limited to the undrawn portion of the Class C Maximum Principal Amount, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must, in the aggregate with any corresponding reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amount effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), be in a minimum amount of $10,000,000; provided that, solely for the purposes of this Section 2.5(c)(i)(A), such undrawn portion of the Class C Maximum Principal Amount shall not include any then unfunded Class C Delayed Amounts relating to any Class C Advance the notice with respect to which HVF II shall not have revoked as of the date of such reduction, and B. after giving effect to such reduction and any reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amount, effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), the sum of the Class A Maximum Principal Amount, the Class B Maximum Principal Amount and the Class C Maximum Principal Amount equals or exceeds $100,000,000, unless reduced to zero. (ii) Any reduction made pursuant to this Section 2.5(c) shall be made ratably among the Class C Investor Groups on the basis of their respective Class C Maximum Investor Group Principal Amounts. No later than one Business Day following any reduction of the Class C Maximum Principal Amount becoming effective, the Administrative Agent shall revise Schedule V to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2013-A Noteholder.

Reduction of Class C Maximum Principal Amount. (i) HVF II, upon three (3) Business Days’ notice to the Administrative Agent, each Class C Funding Agent, each Class C Conduit Investor and each Class C Committed Note Purchaser, may effect a permanent reduction (but without prejudice to HVF II’s right to effect a Class C Investor Group Maximum Principal Increase with respect to any Class C Investor Group or add any Class C Additional Investor Group in the future, in each case in accordance with Section 2.1) of the Class C Maximum Principal Amount and a corresponding reduction of each Class C Maximum Investor Group Principal Amount; provided that, with respect to any such reduction effected pursuant to this clause (i), A. any such reduction (A) will be limited to the undrawn portion of the Class C Maximum Principal Amount, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must, in the aggregate with any corresponding reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amount effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), must be in a minimum amount of $10,000,000; provided that, solely for the purposes of this Section 2.5(c)(i)(A), such undrawn portion of the Class C Maximum Principal Amount shall not include any then unfunded Class C Delayed Amounts relating to any Class C Advance the notice with respect to which HVF II shall not have revoked as of the date of such reduction, and B. after giving effect to such reduction and any reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amountreduction, effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), the sum of the Class A Maximum Principal Amount, the Class B Maximum Principal Amount and the Class C Maximum Principal Amount equals or exceeds $100,000,000, unless reduced to zero. (ii) HVF II, upon three (3) Business Days’ notice to the Administrative Agent, each Class C Funding Agent, each Class C Conduit Investor and each Class C Committed Note Purchaser, may effect a reduction (without prejudice of HVF II’s right to effect a Class C Investor Group Maximum Principal Increase with respect to any Class C Investor Group or add any Class C Additional Investor Group in the future, in each case in accordance with Section 2.1) of the Class C Maximum Principal Amount and a corresponding reduction of each Class C Maximum Investor Group Principal Amount; provided that, with respect to any such reduction effected pursuant to this clause (ii), A. any such reduction (A) will be limited to the undrawn portion of the Class C Maximum Principal Amount as of the date of such reduction, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must be in a minimum amount of $10,000,000; provided that, solely for the purposes of this Section 2.5(c)(ii)(A), such undrawn portion of the Class C Maximum Principal Amount shall not include any then unfunded Class C Delayed Amounts relating to any Class C Advance the notice with respect to which HVF II shall not have revoked as of the date of such reduction, B. after giving effect to such reduction, the Class C Maximum Principal Amount equals or exceeds $100,000,000, unless reduced to zero, and C. so long as the Class C Series 2013-A Notes are Outstanding (as “Outstanding” is defined in the Series 2013-A Supplement), contemporaneously with such reduction, the Class C Series 2013-A Maximum Principal Amount shall have been increased in an amount equal to such reduction in accordance with the terms of the Series 2013-A Supplement. (iii) Any reduction made pursuant to this Section 2.5(c) shall be made ratably among the Class C Investor Groups on the basis of their respective Class C Maximum Investor Group Principal Amounts. No later than one Business Day following any reduction of the Class C Maximum Principal Amount becoming effective, the Administrative Agent shall revise Schedule V to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2013-A B Noteholder.

Reduction of Class C Maximum Principal Amount. (i) HVF II, upon three (3) Business Days’ notice to the Administrative Agent, each Class C Funding Agent, each Class C Conduit Investor Agent and each the Class C Committed Note Purchaser, may effect a permanent reduction (but without prejudice to HVF II’s right to effect a Class C Investor Group Maximum Principal Increase with respect to any Class C Investor Group or add any Class C Additional Investor Group in the future, in each case in accordance with Section 2.1) of the Class C Maximum Principal Amount and a corresponding reduction of each Class C Maximum Investor Group Principal Amount; provided that, with respect to any such reduction effected pursuant to this clause (i), A. any such reduction (A) will be limited to the undrawn portion of the Class C Maximum Principal Amount, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must, in the aggregate with any corresponding reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amount effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), must be in a minimum amount of $10,000,000; provided that, solely for the purposes of this Section 2.5(c)(i)(A), such undrawn portion of the Class C Maximum Principal Amount shall not include any then unfunded Class C Delayed Amounts relating to any Class C Advance the notice with respect to which HVF II shall not have revoked as of the date of such reduction1,000,000, and B. after giving effect to such reduction and any reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amountreduction, effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), the sum of the Class A Maximum Principal Amount, the Class B Maximum Principal Amount and the Class C Maximum Principal Amount equals or exceeds $100,000,0001,000,000, unless reduced to zero. (ii) Any HVF II, upon three (3) Business Days’ notice to the Administrative Agent and the Class C Committed Note Purchaser, may effect a reduction made (without prejudice of HVF II’s right to effect a Class C Maximum Principal Increase in accordance with Section 2.1) of the Class C Maximum Principal Amount; provided that, with respect to any such reduction effected pursuant to this Section 2.5(cclause (ii), A. any such reduction (A) shall will be made ratably among limited to the undrawn portion of the Class C Investor Groups on Maximum Principal Amount as of the basis date of their respective such reduction, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must be in a minimum amount of $1,000,000, B. after giving effect to such reduction, the Class C Maximum Investor Group Principal Amounts. Amount equals or exceeds $1,000,000, unless reduced to zero, and C. so long as the Class C Series 2013-B Notes are Outstanding (as “Outstanding” is defined in the Series 2013-B Supplement), contemporaneously with such reduction, the Class C Series 2013-B Maximum Principal Amount shall have been increased in an amount equal to such reduction in accordance with the terms of the Series 2013-B Supplement. (iii) No later than one Business Day following any reduction of the Class C Maximum Principal Amount becoming effective, the Administrative Agent shall revise Schedule V to reflect such reduction, WEIL:\96021878\3\52399.0016 which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2013-A Noteholder.

Reduction of Class C Maximum Principal Amount. (i) HVF II, upon three (3) Business Days’ notice to the Administrative Agent, each Class C Funding Agent, each Class C Conduit Investor and each Class C Committed Note Purchaser, may effect a permanent reduction (but without prejudice to HVF II’s right to effect a Class C Investor Group Maximum Principal Increase with respect to any Class C Investor Group or add any Class C Additional Investor Group in the future, in each case in accordance with Section 2.1) of the Class C Maximum Principal Amount and a corresponding reduction of each Class C Maximum Investor Group Principal Amount; provided that, with respect to any such reduction effected pursuant to this clause (i), A. any such reduction (A) will be limited to the undrawn portion of the Class C Maximum Principal Amount, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must, in the aggregate with any corresponding reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amount effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), must be in a minimum amount of $10,000,000; provided that, solely for the purposes of this Section 2.5(c)(i)(A), such undrawn portion of the Class C Maximum Principal Amount shall not include any then unfunded Class C Delayed Amounts relating to any Class C Advance the notice with respect to which HVF II shall not have revoked as of the date of such reduction, and B. after giving effect to such reduction and any reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amountreduction, effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), the sum of the Class A Maximum Principal Amount, the Class B Maximum Principal Amount and the Class C Maximum Principal Amount equals or exceeds $100,000,000, unless reduced to zero. (ii) HVF II, upon three (3) Business Days’ notice to the Administrative Agent, each Class C Funding Agent, each Class C Conduit Investor and each Class C Committed Note Purchaser, may effect a reduction (without prejudice of HVF II’s right to effect a Class C Investor Group Maximum Principal Increase with respect to any Class C Investor Group or add any Class C Additional Investor Group in the future, in each case in accordance with Section 2.1) of the Class C Maximum Principal Amount and a corresponding reduction of each Class C Maximum Investor Group Principal Amount; provided that, with respect to any such reduction effected pursuant to this clause (ii), A. any such reduction (A) will be limited to the undrawn portion of the Class C Maximum Principal Amount as of the date of such reduction, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must be in a minimum amount of $10,000,000; provided that, solely for the purposes of this Section 2.5(c)(ii)(A), such undrawn portion of the Class C Maximum Principal Amount shall not include any then unfunded Class C Delayed Amounts relating to any Class C Advance the notice with respect to which HVF II shall not have revoked as of the date of such reduction, B. after giving effect to such reduction, the Class C Maximum Principal Amount equals or exceeds $100,000,000, unless reduced to zero, and C. so long as the Class C Series 2013-B Notes are Outstanding (as “Outstanding” is defined in the Series 2013-B Supplement), contemporaneously with such reduction, the Class C Series 2013-B Maximum Principal Amount shall have been increased in an amount equal to such reduction in accordance with the terms of the Series 2013-B Supplement. (iii) Any reduction made pursuant to this Section 2.5(c) shall be made ratably among the Class C Investor Groups on the basis of their respective Class C Maximum Investor Group Principal Amounts. No later than one Business Day following any reduction of the Class C Maximum Principal Amount becoming effective, the Administrative Agent shall revise Schedule V to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2013-A Noteholder.

Reduction of Class C Maximum Principal Amount. (i) HVF II, upon three (3) Business Days’ notice to the Administrative Agent, each Class C Funding Agent, each Class C Conduit Investor Agent and each the Class C Committed Note Purchaser, may effect a permanent reduction (but without prejudice to HVF II’s right to effect a Class C Investor Group Maximum Principal Increase with respect to any Class C Investor Group or add any Class C Additional Investor Group in the future, in each case in accordance with Section 2.1) of the Class C Maximum Principal Amount and a corresponding reduction of each Class C Maximum Investor Group Principal Amount; provided that, with respect to any such reduction effected pursuant to this clause (i), A. any such reduction (A) will be limited to the undrawn portion of the Class C Maximum Principal Amount, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must, in the aggregate with any corresponding reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amount effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), must be in a minimum amount of $10,000,000; provided that, solely for the purposes of this Section 2.5(c)(i)(A), such undrawn portion of the Class C Maximum Principal Amount shall not include any then unfunded Class C Delayed Amounts relating to any Class C Advance the notice with respect to which HVF II shall not have revoked as of the date of such reduction1,000,000, and B. after giving effect to such reduction and any reduction to the Class A Maximum Principal Amount and the Class B Maximum Principal Amountreduction, effected pursuant to Section 2.5(a) and Section 2.5(b), respectively (in accordance with Section 2.5(f)), the sum of the Class A Maximum Principal Amount, the Class B Maximum Principal Amount and the Class C Maximum Principal Amount equals or exceeds $100,000,0001,000,000, unless reduced to zero. (ii) Any HVF II, upon three (3) Business Days’ notice to the Administrative Agent and the Class C Committed Note Purchaser, may effect a reduction made (without prejudice of HVF II’s right to effect a Class C Maximum Principal Increase in accordance with Section 2.1) of the Class C Maximum Principal Amount; provided that, with respect to any such reduction effected pursuant to this Section 2.5(cclause (ii), A. any such reduction (A) shall will be made ratably among limited to the undrawn portion of the Class C Investor Groups on Maximum Principal Amount as of the basis date of their respective such reduction, although any such reduction may be combined with a Class C Decrease effected pursuant to and in accordance with Section 2.3, and (B) must be in a minimum amount of $1,000,000, B. after giving effect to such reduction, the Class C Maximum Investor Group Principal Amounts. Amount equals or exceeds $1,000,000, unless reduced to zero, and WEIL:\96021961\2\52399.0016 C. so long as the Class C Series 2013-A Notes are Outstanding (as “Outstanding” is defined in the Series 2013-A Supplement), contemporaneously with such reduction, the Class C Series 2013-A Maximum Principal Amount shall have been increased in an amount equal to such reduction in accordance with the terms of the Series 2013-A Supplement. (iii) No later than one Business Day following any reduction of the Class C Maximum Principal Amount becoming effective, the Administrative Agent shall revise Schedule V to reflect such reduction, which revision, for the avoidance of doubt, shall not require the consent of the Trustee or any Series 2013-A B Noteholder.