Funding Agent shall promptly advise its related Conduit
Investor, or if there is no Conduit Investor with respect to any Investor Group,
its related Committed Note Purchaser, of any notice given pursuant to Section
2.2(a) and, if there is a Conduit Investor with respect to any Investor Group,
shall promptly thereafter (but in no event later than 11:00 a.m. (New York City
time) on the proposed date of the Advance), notify HVF II and the related
Committed Note Purchaser(s), whether such Conduit Investor has determined to
make such Advance.
(b)
Party Obligated to Fund Advances.
Upon HVF II's request in
accordance with Section 2.2(a):
(i)
each Conduit Investor, if any, may fund Advances (whether as a
Non-Delayed Amount or a Delayed Amount) from time to time during the Series
2013-A Revolving Period;
(ii)
if any Conduit Investor determines that it will not make an
Advance (whether as a Non-Delayed Amount or a Delayed Amount) or any portion of
an Advance (whether as a Non-Delayed Amount or a Delayed Amount), then such
Conduit Investor shall notify the Administrative Agent and the Funding Agent
with respect to such Conduit Investor, and each Committed Note Purchaser with
respect to such Conduit Investor, subject to Section 2.2(e), shall fund its pro
rata portion (by Committed Note Purchaser Percentage) of the Commitment
Percentage with respect to such Investor Group of such Advance (whether as a
8
Non-Delayed Amount or a Delayed Amount) not funded by such Conduit Investor; and
(iii)
if there is no Conduit Investor with respect any Investor Group,
then the Committed Note Purchaser(s) with respect to such Investor Group,
subject to Section 2.2(e), shall fund Advances (whether as a Non-Delayed Amount
or a Delayed Amount) from time to time.
(c)
Conduit Investor Funding.
Each Conduit Investor hereby agrees
with respect to itself that it will use commercially reasonable efforts to fund
Advances made by its Investor Group through the issuance of Series 2013-A
Commercial Paper; provided that, (i) no Conduit Investor will have any
obligation to use commercially reasonable efforts to fund Advances made by its
Investor Group through the issuance of Series 2013-A Commercial Paper at any
time that the funding of such Advance through the issuance of Series 2013-A
Commercial Paper would be prohibited by the program documents governing such
Conduit Investor's commercial paper program, (ii) nothing herein is (or shall be
construed) as a commitment by any Conduit Investor to fund any Advance through
the issuance of Series 2013-A Commercial Paper; provided further that, the
Conduit Investors shall not, and shall not be obligated to, fund or pay any
amount pursuant to this Series 2013-A Supplement unless (i) the respective
Conduit Investor has received funds that may be used to make such funding or
other payment and which funds are not required to repay any of the commercial
paper notes ("CP Notes") issued by such Conduit Investor when due and (ii) after
giving effect to such funding or payment, either (x) such Conduit Investor could
issue CP Notes