consent of any existing
Investor Group or its related Funding Agent, Conduit Investors, if any,
Committed Note Purchasers or the Administrative Agent is required for HVF II to
(i) enter into an Addendum, (ii) cause each member of an Additional Investor
Group and its related Funding Agent to become parties to this Series 2013-A
Supplement, (iii) increase the Maximum Investor Group Principal Amount with
respect to any Investor Group, (iv) increase the Series 2013-A Maximum Principal
Amount or (v) modify Schedule II, in each case as set forth in this Section 2.1.
(g)
Proceeds.
Proceeds from the initial issuance of the Series 2013-A
Notes and from any Additional Series 2013-A Notes shall be deposited into the
Series 2013-A Principal Collection Account and allocated in accordance with
Article V hereof.
(h)
Pairing Conditions.
(i)
So long as the Series 2013-B Notes are Outstanding (as "Outstanding" is
defined in the Series 2013-B Supplement), no increase of the Series 2013-A
Maximum Principal Amount pursuant to Section 2.1(b) shall be effective unless
(A) the Additional Investor Group to become party to this Series 2013-A
Supplement in connection therewith shall contemporaneously upon the execution of
the related Addendum become party to the Series 2013-B Supplement as a Series
2013-B Additional Investor Group pursuant to Section 2.1(b) of the Series 2013-B
Supplement by execution of a Series 2013-B Addendum and (B) immediately after
giving effect to the execution of such Addendum and such Series 2013-B Addendum,
such Additional Investor
6
Group's Commitment Percentage shall equal such Series 2013-B Additional Investor
Group's Series 2013-B Commitment Percentage.
(ii)
So long as the Series 2013-B Notes are Outstanding (as "Outstanding" is
defined in the Series 2013-B Supplement), no increase to any Investor Group's
Maximum Investor Group Principal Amount or corresponding increase to the Series
2013-A Maximum Principal Amount, in any case pursuant to Section 2.1(c), shall
be effective unless immediately after giving effect to such increase, such
Investor Group's Commitment Percentage shall equal such Investor Group's (in
such Investor Group's capacity as a Series 2013-B Investor Group) Series 2013-B
Commitment Percentage.
(i)
Increase of Series 2013-A Maximum Principal Amount.
In
connection with any reduction of the Series 2013-B Maximum Principal Amount
effected pursuant to Section 2.5(b) of the Series 2013-B Supplement, HVF II,
upon three (3) Business Days' notice to the Administrative Agent, each Funding
Agent, each Conduit Investor and each Committed Note Purchaser, may effect an
increase of the Series 2013-A Maximum Principal Amount and a corresponding
increase of each Maximum Investor Group Principal Amount; provided that, with
respect to any increase effected pursuant to this Section 2.1(i), such increase
shall be limited to the amount of such reduction to the Series 2013-B Maximum
Principal Amount.
Any increase made pursuant to this Section 2.1(i) shall be
made ratably among the Investor Groups' on the basis of their respective Maximum
Investor Group Principal Amounts, and no later than one Business Day following
any such increase of the Series 2013-A Maximum Principal Amount, the
Administrative Agent shall revise Schedule