Common use of Class A Assignments Clause in Contracts

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement and the Class A Notes and/or the Class A Investor Group Maximum Principal Amount, to any person without the consent of the Issuer, (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer and delivered to the Administrative Agent; provided that no such transfer or assignment may be made to any person that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheld. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(a); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause 9.3(a)(vii). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause 9.3(a)(iii), and not this Sub-Clause 9.3(a).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2013-A Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF II, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF II and delivered to the Administrative Agent; provided that no such transfer or assignment may be made that, the consent of HVF II to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2013-A Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further, that HVF II may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2013-A Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause Section 9.3(a)(vii). Notwithstanding anything to the contrary hereinherein (but subject to Section 9.3(a)(viii)), any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii), and not this Sub-Clause 9.3(aSection 9.3(a)(i).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2021-A Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF III, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF III and delivered to the Administrative Program Agent; provided that no such transfer or assignment may be made that, the consent of HVF III to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2021-A Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further, that HVF III may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i) (Class A Assignments); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2021-A Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause Section 9.3(a)(vii) (Class A Assignments). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii) (Class A Assignments), and not this Sub-Clause 9.3(aSection 9.3(a)(i) (Class A Assignments).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2021-A Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF III, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF III and delivered to the Administrative Program Agent; provided that no such transfer or assignment may be made that, the consent of HVF III to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2021-A Notes, (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser or (C) in the event that the Administrator at any time fails to satisfy any of its risk retention undertakings contained in Section 6.4 of this Indenture or if any of the representations, warranties or covenants contained in Section 6.4 of this Indenture fail to be true or are not satisfied (unless stated to relate solely to a specific date, in which case such representations, warranties and covenants shall only be required to be true or satisfied, as applicable, as of such specific date); provided further, that HVF III may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i) (Class A Assignments); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2021-A Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause Section 9.3(a)(vii) (Class A Assignments). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii) (Class A Assignments), and not this Sub-Clause 9.3(aSection 9.3(a)(i) (Class A Assignments).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2013-B Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF II, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF II and delivered to the Administrative Agent; provided that no such transfer or assignment may be made that, the consent of HVF II to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2013-B Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further, that HVF II may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2013-B Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause Section 9.3(a)(vii). Notwithstanding anything to the contrary hereinherein (but subject to Section 9.3(a)(viii)), any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii), and not this Sub-Clause 9.3(aSection 9.3(a)(i).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2013-B Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF II, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF II and delivered to the Administrative Agent; provided that no such transfer or assignment may be made that, the consent of HVF II to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2013-B Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; 95 WEIL:\96021961\2\52399.0016 provided further, that HVF II may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2013-B Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause Section 9.3(a)(vii). Notwithstanding anything to the contrary hereinherein (but subject to Section 9.3(a)(viii)), any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii), and not this Sub-Clause 9.3(aSection 9.3(a)(i).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2013-A Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF II, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF II and delivered to the Administrative Agent; provided that no such transfer or assignment may be made that, the consent of HVF II to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2013-A Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further, that HVF II may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2013-A Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause Section 9.3(a)(vii). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii), and not this Sub-Clause 9.3(aSection 9.3(a)(i).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2014-A Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF II, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF II and delivered to the Administrative Agent; provided that no such transfer or assignment may be made that, the consent of HVF II to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2014-A Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further, that HVF II may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2014-A Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause Section 9.3(a)(vii). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii), and not this Sub-Clause 9.3(aSection 9.3(a)(i).. WEIL:\95450705\27\52399.0041

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2013-A Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF II, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF II and delivered to the Administrative Agent; provided that no such transfer or assignment may be made that, the consent of HVF II to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2013-A Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further, that HVF II may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to 129 a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2013-A Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause Section 9.3(a)(vii). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii), and not this Sub-Clause 9.3(aSection 9.3(a)(i).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amount, to any person without the prior written consent of the Issuer, which consent shall not be unreasonably withheld, to one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer and delivered to the Administrative Agent; provided that no such transfer or assignment may be made that, the consent of the Issuer to any person such assignment shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the Class A Notes or (ii) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further, that the Issuer may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(a); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause 9.3(a)(vii). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause 9.3(a)(iii), and not this Sub-Clause 9.3(a).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement and the Class A Notes and/or the Class A Investor Group Maximum Principal Amount, to any person without the consent of the Issuer, (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer and delivered to the Administrative Agent; provided that no such transfer or assignment may be made to any person that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheld. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the WEIL: Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(a); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Related Document) in respect of such assigned interest to its related Class A Committed Note Purchaser pursuant to Sub-Clause 9.3(a)(vii). Notwithstanding anything to the contrary herein, any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause 9.3(a)(iii), and not this Sub-Clause 9.3(a).

Class A Assignments. (i) Any Class A Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement Series 2013-A Supplement and the Class A Notes and/or Notes, with the Class A Investor Group Maximum Principal Amountprior written consent of HVF II, which consent shall not be unreasonably withheld, to any person without the consent of the Issuer, one or more financial institutions (a “Class A Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit G-1 (the “Class A Assignment and Assumption Agreement”), executed by such Class A Acquiring Committed Note Purchaser, such assigning Class A Committed Note Purchaser, the Class A Funding Agent with respect to such Class A Committed Note Purchaser and the Issuer HVF II and delivered to the Administrative Agent; provided that no such transfer or assignment may be made that, the consent of HVF II to any person such assignment shall not be required (A) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2013-A Notes or (B) if such Class A Acquiring Committed Note Purchaser is an Affiliate of such assigning Class A Committed Note Purchaser; provided further, that HVF II may withhold its consent in its sole and absolute discretion (and such withholding shall be deemed reasonable) to an assignment to a potential Class A Acquiring Committed Note Purchaser that is a Restricted Lender without the prior written consent of the Issuer, such consent not to be unreasonably withheldDisqualified Party. If the Issuer fails to respond to such consent request within 3 Business Days of receipt of such request, the Issuer shall be deemed to have consented to such transfer to such Restricted Lender.. An assignment by a Class A Committed Note Purchaser that is part of a Class A Investor Group that includes a Class A Conduit Investor to a Class A Investor Group that does not include a Class A Conduit Investor may be made pursuant to this Sub-Clause 9.3(aSection 9.3(a)(i); provided that, immediately prior to such assignment each Class A Conduit Investor that is part of the assigning Class A Investor Group shall be deemed to have assigned all of its rights and obligations in the Class A Notes (and its rights and obligations hereunder and under each other Issuer Series 2013-A Related Document) in respect of such assigned interest to its related Class A Committed Note 99 WEIL:\96021878\3\52399.0016 Purchaser pursuant to Sub-Clause Section 9.3(a)(vii). Notwithstanding anything to the contrary hereinherein (but subject to Section 9.3(a)(viii)), any assignment by a Class A Committed Note Purchaser to a different Class A Investor Group that includes a Class A Conduit Investor shall be made pursuant to Sub-Clause Section 9.3(a)(iii), and not this Sub-Clause 9.3(aSection 9.3(a)(i).