Common use of With Consent of the Noteholders Clause in Contracts

With Consent of the Noteholders. (a) Except as provided in Section 10.1, the provisions of this Group II Supplement may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF II, the Trustee and the Requisite Group II Investors, provided that, with respect to any such amendment, modification or waiver that does not adversely affect in any material respect one or more Series of Group II Notes, as evidenced by an Officer’s Certificate of HVF II, each such Series of Group II Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Group II Investors (including the Aggregate Group II Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of Group II Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided that, HVF II shall be permitted to issue any Subordinated Series of Group II Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Group II Noteholder (other than the Required Noteholders of each such previously issued Subordinated Series of Group II Notes); provided further that, the Rating Agency Condition with respect to each Series of Group II Notes Outstanding shall have been satisfied with respect to such issuance of such Subordinated Series of Group II Notes and that each Subordinated Series of Group II Notes shall be deemed to be subordinated in all material respects to each Series of Group II Notes.

With Consent of the Noteholders. (a) Except as provided in Section 10.1, the provisions of this Group II Supplement may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF II, the Trustee and the Requisite and, unless otherwise specified in a Group II Investors, provided that, with respect to any such amendment, modification or waiver that does not adversely affect in any material respect one or more Series Supplement for a Series of Group II Notes, the Group II Noteholders holding in excess of 50% of the aggregate Principal Amount of each Series of Group II Notes materially adversely affected thereby, as evidenced by an Officer’s Certificate of HVF II, each II to such Series of Group II Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Group II Investors (including the Aggregate Group II Principal Amount) will be modified accordingly) effect and (ii) the Rating Agency Condition with respect to each Series of Group II Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided that, (x) any amendment, modification or waiver of this Group II Supplement that materially and adversely affects all the Group II Notes, as evidenced by an Officer’s Certificate of HVF II, shall require the consent of the Requisite Group II Investors rather than the Required Series Noteholders of each Series of Group II Notes; and (y) HVF II shall be permitted to issue any Subordinated Series of Group II Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Group II Noteholder (other than the Required Noteholders of each such previously issued Subordinated Series of Group II Notes); provided further that, that the Rating Agency Condition with respect to each Series of Group II Notes Outstanding shall have been satisfied with respect to such issuance of such Subordinated Series of Group II Notes and that each Subordinated Series of Group II Notes shall be deemed to be subordinated in all material respects to each Series of Group II Notes.

With Consent of the Noteholders. (a) Except as provided in Section 10.1, the provisions of this Group II I Supplement may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF II, the Trustee and the Requisite Group II I Investors, provided that, with respect to any such amendment, modification or waiver that does not adversely affect in any material respect one or more Series of Group II I Notes, as evidenced by an Officer’s Certificate of HVF II, each such Series of Group II I Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Group II I Investors (including the Aggregate Group II I Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of Group II I Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided that, HVF II shall be permitted to issue any Subordinated Series of Group II I Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Group II I Noteholder (other than the Required Noteholders of each such previously issued Subordinated Series of Group II I Notes); provided further that, the Rating Agency Condition with respect to each Series of Group II I Notes Outstanding shall have been satisfied with respect to such issuance of such Subordinated Series of Group II I Notes and that each Subordinated Series of Group II I Notes shall be deemed to be subordinated in all material respects to each Series of Group II I Notes.

With Consent of the Noteholders. (a) Except as provided in Section 10.112.1 (Without Consent of the Noteholders) of this Base Indenture, the provisions of this Group II Supplement Base Indenture may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF IIIII, the Trustee and the Requisite Group II Majority Indenture Investors, provided that, with respect to any such amendment, modification or waiver that does not adversely affect in any material respect one or more Series of Group II Notes, as evidenced by an Officer’s Certificate of HVF IIIII, each such Series of Group II Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Group II Majority Indenture Investors (including the Aggregate Group II Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of Group II Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided that, HVF II III shall be permitted to issue any Subordinated Series of Group II Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Group II Noteholder (other than the Required Noteholders of each such any previously issued Subordinated Series of Group II NotesNotes if required by the related Series Supplement); provided further provided, further, that, the Rating Agency Condition with respect to each Series of Group II Notes Outstanding shall have been satisfied with respect to such issuance of such Subordinated Series of Group II Notes and that each Subordinated Series of Group II Notes shall be deemed to be subordinated in all material respects to each Series of Group II Notes.

With Consent of the Noteholders. (a) Except as provided in Section 10.1, the provisions of this Group II I Supplement may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by HVF II, the Trustee and the Requisite and, unless otherwise specified in a Group II Investors, provided that, with respect to any such amendment, modification or waiver that does not adversely affect in any material respect one or more I Series Supplement for a Series of Group II I Notes, the Group I Noteholders holding in excess of 50% of the aggregate Principal Amount of each Series of Group I Notes materially adversely affected thereby, as evidenced by an Officer’s Certificate of HVF II, each II to such Series of Group II Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Group II Investors (including the Aggregate Group II Principal Amount) will be modified accordingly) effect and (ii) the Rating Agency Condition with respect to each Series of Group II Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided that, (x) any amendment, modification or waiver of this Group I Supplement that materially and adversely affects all the Group I Notes, as evidenced by an Officer’s Certificate of HVF II, shall require the consent of the Requisite Group I Investors rather than the Required Series Noteholders of each Series of Group I Notes; and (y) HVF II shall be permitted to issue any Subordinated Series of Group II I Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Group II I Noteholder (other than the Required Noteholders of each such previously issued Subordinated Series of Group II I Notes); provided further that, that the Rating Agency Condition with respect to each Series of Group II I Notes Outstanding shall have been satisfied with respect to such issuance of such Subordinated Series of Group II I Notes and that each Subordinated Series of Group II I Notes shall be deemed to be subordinated in all material respects to each Series of Group II I Notes.