Common use of Replacement of Investor Group Clause in Contracts

Replacement of Investor Group. Notwithstanding anything to the contrary contained herein or in any other Series 2009-1 Related Document, in the event that (a) any Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, (b) a Committed Note Purchaser shall become a Defaulting Committed Note Purchaser, and such Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 within five (5) Business days after demand from the applicable Funding Agent, (c) any Committed Note Purchaser or Conduit Investor shall become a Non-Extending Purchaser, or (d) any Committed Note Purchaser or Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 2009-1 Related Document (an “Action”), by the date specified by HVF or the Administrator on behalf of HVF, for which (A) at least half of the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have consented to such Action, and (B) the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have not consented to such Action (or provided written notice that they intend to consent) (each, a “Non-Consenting Purchaser”), (each such Committed Note Purchaser or Conduit Investor described in paragraphs (a), (b), (c) or (d), a “Potential Terminated Purchaser”), HVF shall be permitted, upon no less than ten (10) days notice to the Administrative Agent, a Potential Terminated Purchaser and its related Funding Agent, to (i)(1) elect to terminate the Commitment, if any, of such Potential Terminated Purchaser on the date specified in such termination notice, and (2) prepay on the date of such termination such Potential Terminated Purchaser’s Investor Group Principal Amount and all accrued and unpaid interest thereon of such Potential Terminated Purchaser, or (ii) elect to cause such Potential Terminated Purchaser to (and the Potential Terminated Purchaser must) assign its Commitment to a replacement purchaser (a “Replacement Purchaser”) (any such Potential Terminated Purchaser with respect to which HVF has made any such election, a “Terminated Purchaser”). HVF shall not make an election described in the preceding paragraph unless (a) no Amortization Event or Potential Amortization Event with respect to Series 2009-1 Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (b) in respect of an election described in clause (ii) of the immediately preceding paragraph only, on or prior to the effectiveness of the applicable assignment, the Terminated Purchaser shall have been paid its Investor Group Principal Amount and all accrued and unpaid interest thereon by or on behalf of the related Replacement Purchaser, (c) in the event that the Terminated Purchaser is a Non-Extending Purchaser, the Replacement Purchaser (if any) shall have agreed to the applicable extension of the Series 2009-1 Commitment Termination Date and (d) in the event that the Terminated Purchaser is a Non-Consenting Purchaser, the Replacement Purchaser (if any) shall have consented to the applicable amendment, modification, termination or waiver. Each Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVF, to permit a Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Investor Group (other than any Terminated Purchaser) shall be required in order for a Replacement Purchaser to join any such Investor Group. Upon the effectiveness of any such assignment to a Replacement Purchaser, (i) such Replacement Purchaser shall become a “Committed Note Purchaser” or “Conduit Investor”, as applicable, hereunder for all purposes of this Agreement and the Series 2009-1 Related Documents, (ii) such Replacement Purchaser shall have a Commitment in the amount not less than the Terminated Purchaser’s Commitment assumed by it and (iii) the Commitment of the Terminated Purchaser shall be terminated in all respects.

Replacement of Investor Group. (a) Notwithstanding anything to the contrary contained herein or in any other Series 20092013-1 B Related Document, in the event that that (ai) any Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, any Specified Cost Section, (bii) a Committed Note Purchaser shall become a Defaulting Committed Note Purchaser, and such Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 2.2(g) within five (5) Business days after demand from the applicable Funding Agent, , (ciii) any Committed Note Purchaser or Conduit Investor shall (x) become a Non-Extending Purchaser, Purchaser or (dy) deliver a Delayed Funding Notice or a Second Delayed Funding Notice, (iv) as of any date of determination (A) the rolling average CP Rate applicable to the Series 2013-B CP Tranche attributable to any Conduit Investor for any three (3) month period is equal to or greater than the greater of (I) the CP Rate applicable to such Series 2013-B CP Tranche attributable to such Conduit Investor at the start of such period plus 0.50% and (II) the product of (x) the CP Rate applicable to such Series 2013-B CP Tranche attributable to such Conduit Investor at the start of such period and (y) 125%, (B) any portion of the Investor Group Principal Amount with respect to such Conduit Investor is being continued or maintained as a Series 2013-B CP Tranche as of such date and (C) the circumstance described in clause (A) does not apply to more than two Conduit Investors as of such date, or (v) any Committed Note Purchaser or Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 20092013-1 B Related Document (an “Action”), by the date specified by HVF or the Administrator on behalf of HVFII, for which (A) at least half of the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have consented to such Action, and (B) the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have not consented to such Action (or provided written notice that they intend to consent) consent (each, a “Non-Consenting Purchaser”), (and each such Committed Note Purchaser or Conduit Investor described in paragraphs clauses (a), i) through (b), (cv) or (d)any Committed Note Purchaser or Conduit Investor that shall become a Series 2013-A Potential Terminated Purchaser, a “Potential Terminated Purchaser”), HVF II shall be permitted, upon no less than ten seven (107) days days’ notice to the Administrative Agent, a Potential Terminated Purchaser and its related Funding Agent, to (i)(1x)(1) elect to terminate the Commitment, if any, of such Potential Terminated Purchaser on the date specified in such termination notice, and (2) prepay on the date of such termination such Potential Terminated Purchaser’s portion of the Investor Group Principal Amount for such Potential Terminated Purchaser’s Investor Group and all accrued and unpaid interest thereon of such Potential Terminated Purchaserthereon, if any, or (iiy) elect to cause such Potential Terminated Purchaser to (and the Potential Terminated Purchaser must) assign its Commitment to a replacement purchaser who may be an existing Conduit Investor, Committed Note Purchaser, Program Support Provider or other Series 2013-B Noteholder (each, a “Replacement Purchaser”) (” and, any such Potential Terminated Purchaser with respect to which HVF II has made any such election, a “Terminated Purchaser”). . (b) HVF II shall not make an election described in the preceding paragraph Section 9.2(a) unless (ai) no Amortization Event or Potential Amortization Event with respect to Series 20092013-1 B Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (bii) in respect of an election described in clause (iiy) of the immediately preceding paragraph Section 9.2(a) only, on or prior to the effectiveness of the applicable assignment, the Terminated Purchaser shall have been paid its portion of the Investor Group Principal Amount for such Terminated Purchaser’s Investor Group and all accrued and unpaid interest thereon thereon, if any, by or on behalf of HVF II or the related Replacement Purchaser, (ciii) in the event that the Terminated Purchaser is a Non-Extending Purchaser, the Replacement Purchaser (Purchaser, if any) , shall have agreed to the applicable extension of the Series 20092013-1 B Commitment Termination Date and (div) in the event that the Terminated Purchaser is a Non-Consenting Purchaser, the Replacement Purchaser (Purchaser, if any) , shall have consented to the applicable amendment, modification, termination or waiver. Each Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVFHVF II, to permit a Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Investor Group (other than any Terminated PurchaserPurchaser in such Investor Group) shall be required in order for a Replacement Purchaser to join any such Investor Group. Upon the effectiveness of any such assignment to a Replacement Purchaser, (i) such Replacement Purchaser shall become a “Committed Note Purchaser” or “Conduit Investor”, as applicable, hereunder for all purposes of this Agreement Series 2013-B Supplement and the other Series 20092013-1 B Related Documents, (ii) such Replacement Purchaser shall have a Commitment and a Committed Note Purchaser Percentage in the an amount not less than the Terminated Purchaser’s Commitment and Committed Note Purchaser Percentage assumed by it and it, (iii) the Commitment of the Terminated Purchaser shall be terminated in all respectsrespects and the Committed Note Purchaser Percentage of such Terminated Purchaser shall become zero and (iv) the Administrative Agent shall revise Schedule II hereto to reflect the foregoing clauses (i) through (iii).

Replacement of Investor Group. (a) Notwithstanding anything to the contrary contained herein or in any other Series 20092014-1 A Related Document, in the event that that (ai) any Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, any Specified Cost Section, (bii) a Committed Note Purchaser shall become a Defaulting Committed Note Purchaser, and such Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 2.2(g) within five (5) Business days after demand from the applicable Funding Agent, , (ciii) any Committed Note Purchaser or Conduit Investor shall (x) become a Non-Extending Purchaser, Purchaser or (dy) deliver a Delayed Funding Notice or a Second Delayed Funding Notice, (iv) as of any date of determination (A) the rolling average CP Rate applicable to the Series 2014-A CP Tranche attributable to any Conduit Investor for any three (3) month period is equal to or greater than the greater of (I) the CP Rate applicable to such Series 2014-A CP Tranche attributable to such Conduit Investor at the start of such period plus 0.50% and (II) the product of (x) the CP Rate applicable to such Series 2014-A CP Tranche attributable to such Conduit Investor at the start of such period and (y) 125%, (B) any portion of the Investor Group Principal Amount with respect to such Conduit Investor is being continued or maintained as a Series 2014-A CP Tranche as of such date and (C) the circumstance described in clause (A) does not apply to more than two Conduit Investors as of such date, or (v) any Committed Note Purchaser or Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 20092014-1 A Related Document (an “Action”), by the date specified by HVF or the Administrator on behalf of HVFII, for which (A) at least half of the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have consented to such Action, and (B) the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have not consented to such Action (or provided written notice that they intend to consent) consent (each, a “Non-Consenting Purchaser”), (and each such Committed Note Purchaser or Conduit Investor described in paragraphs clauses (a), i) through (b), (c) or (dv), a “Potential Terminated Purchaser”), HVF II shall be permitted, upon no less than ten seven (107) days days’ notice to the Administrative Agent, a Potential Terminated Purchaser and its related Funding Agent, to (i)(1x)(1) elect to terminate the Commitment, if any, of such Potential Terminated Purchaser on the date specified in such termination notice, and (2) prepay on the date of such termination such Potential Terminated Purchaser’s portion of the Investor Group Principal Amount for such Potential Terminated Purchaser’s Investor Group and all accrued and unpaid interest thereon of such Potential Terminated Purchaserthereon, if any, or (iiy) elect to cause such Potential Terminated Purchaser to (and the Potential Terminated Purchaser must) assign its Commitment to a replacement purchaser who may be an existing Conduit Investor, Committed Note Purchaser, Program Support Provider or other Series 2014-A Noteholder (each, a “Replacement Purchaser”) (” and, any such Potential Terminated Purchaser with respect to which HVF II has made any such election, a “Terminated Purchaser”). . (b) HVF II shall not make an election described in the preceding paragraph Section 9.2(a) unless (ai) no Amortization Event or Potential Amortization Event with respect to Series 20092014-1 A Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (bii) in respect of an election described in clause (iiy) of the immediately preceding paragraph Section 9.2(a) only, on or prior to the effectiveness of the applicable assignment, the Terminated Purchaser shall have been paid its portion of the Investor Group Principal Amount for such Terminated Purchaser’s Investor Group and all accrued and unpaid interest thereon thereon, if any, by or on behalf of HVF II or the related Replacement Purchaser, (ciii) in the event that the Terminated Purchaser is a Non-Extending Purchaser, the Replacement Purchaser (Purchaser, if any) , shall have agreed to the applicable extension of the Series 20092014-1 A Commitment Termination Date and (div) in the event that the Terminated Purchaser is a Non-Consenting Purchaser, the Replacement Purchaser (Purchaser, if any) , shall have consented to the applicable amendment, modification, termination or waiver. Each Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVFHVF II, to permit a Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Investor Group (other than any Terminated PurchaserPurchaser in such Investor Group) shall be required in order for a Replacement Purchaser to join any such Investor Group. Upon the effectiveness of any such assignment to a Replacement Purchaser, (i) such Replacement Purchaser shall become a “Committed Note Purchaser” or “Conduit Investor”, as applicable, hereunder for all purposes of this Agreement Series 2014-A Supplement and the other Series 20092014-1 A Related Documents, (ii) such Replacement Purchaser shall have a Commitment and a Committed Note Purchaser Percentage in the an amount not less than the Terminated Purchaser’s Commitment and Committed Note Purchaser Percentage assumed by it and it, (iii) the Commitment of the Terminated Purchaser shall be terminated in all respectsrespects and the Committed Note Purchaser Percentage of such Terminated Purchaser shall become zero and (iv) the Administrative Agent shall revise Schedule II hereto to reflect the foregoing clauses (i) through (iii).

Replacement of Investor Group. Notwithstanding anything to the contrary contained herein or in any other Series 2009-1 Related Document, in the event that (a) any Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, (b) a Committed Note Purchaser shall become a Defaulting Committed Note Purchaser, and such Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 within five (5) Business days after demand from the applicable Funding Agent, (c) any Committed Note Purchaser or Conduit Investor shall (i) become a Non-Extending PurchaserPurchaser or (ii) deliver a Delayed Funding Notice or a Second Delayed Funding Notice, or (d) any Committed Note Purchaser or Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 2009-1 Related Document (an “Action”), by the date specified by HVF or the Administrator on behalf of HVF, for which (A) at least half of the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have consented to such Action, and (B) the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have not consented to such Action (or provided written notice that they intend to consent) (each, a “Non-Consenting Purchaser”), (each such Committed Note Purchaser or Conduit Investor described in paragraphs (a), (b), (c) or (d), a “Potential Terminated Purchaser”), HVF shall be permitted, upon no less than ten (10) days notice to the Administrative Agent, a Potential Terminated Purchaser and its related Funding Agent, to (i)(1) elect to terminate the Commitment, if any, of such Potential Terminated Purchaser on the date specified in such termination notice, and (2) prepay on the date of such termination such Potential Terminated Purchaser’s Investor Group Principal Amount and all accrued and unpaid interest thereon of such Potential Terminated Purchaser, or (ii) elect to cause such Potential Terminated Purchaser to (and the Potential Terminated Purchaser must) assign its Commitment to a replacement purchaser (a “Replacement Purchaser”) (any such Potential Terminated Purchaser with respect to which HVF has made any such election, a “Terminated Purchaser”). ) HVF shall not make an election described in the preceding paragraph unless (a) no Amortization Event or Potential Amortization Event with respect to Series 2009-1 Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (b) in respect of an election described in clause (ii) of the immediately preceding paragraph only, on or prior to the effectiveness of the applicable assignment, the Terminated Purchaser shall have been paid its Investor Group Principal Amount and all accrued and unpaid interest thereon by or on behalf of the related Replacement Purchaser, (c) in the event that the Terminated Purchaser is a Non-Extending Purchaser, the Replacement Purchaser (if any) shall have agreed to the applicable extension of the Series 2009-1 Commitment Termination Date and (d) in the event that the Terminated Purchaser is a Non-Consenting Purchaser, the Replacement Purchaser (if any) shall have consented to the applicable amendment, modification, termination or waiver. Each Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVF, to permit a Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Investor Group (other than any Terminated Purchaser) shall be required in order for a Replacement Purchaser to join any such Investor Group. Upon the effectiveness of any such assignment to a Replacement Purchaser, (i) such Replacement Purchaser shall become a “Committed Note Purchaser” or “Conduit Investor”, as applicable, hereunder for all purposes of this Agreement and the Series 2009-1 Related Documents, (ii) such Replacement Purchaser shall have a Commitment in the amount not less than the Terminated Purchaser’s Commitment assumed by it and (iii) the Commitment of the Terminated Purchaser shall be terminated in all respects.

Replacement of Investor Group. (a) Replacement of Class A Investor Group (i) Notwithstanding anything to the contrary contained herein or in any other Series 2009-1 Related Document, in the event that that: (aA) any Class A Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, any Specified Cost Section, (bB) a Class A Committed Note Purchaser shall become a Class A Defaulting Committed Note Purchaser, and such Class A Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 Sub-Clause 2.2(a)(vii) (Class A Funding Defaults) within five (5) Business days after demand from the applicable Class A Funding Agent, , (cC) any Class A Committed Note Purchaser or Class A Conduit Investor shall (x) become a Non-Extending Purchaser, Purchaser or (dy) deliver a Class A Delayed Funding Notice or a Class A Second Delayed Funding Notice, (D) as of any date of determination (A) the rolling average Class A CP Rate applicable to the Class A CP Tranche attributable to any Class A Conduit Investor for any three (3) month period is equal to or greater than the greater of (I) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period plus 0.50% and (II) the product of (x) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period and (y) 125%, (B) any portion of the Class A Investor Group Principal Amount with respect to such Class A Conduit Investor is being continued or maintained as a Class A CP Tranche as of such date and (C) the circumstance described in paragraph (A) does not apply to more than two Class A Conduit Investors as of such date, or (E) any Class A Committed Note Purchaser or Class A Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 2009-1 Issuer Related Document (an a “Class A Action”), by the date specified by HVF or the Administrator on behalf of HVFIssuer, for which (A) at least half of the percentage WEIL: of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have consented to such Class A Action, and (B) the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have not consented to such Class A Action (or provided written notice that they intend to consent) consent (each, a “Class A Non-Consenting Purchaser”), (and each such Class A Committed Note Purchaser or Class A Conduit Investor described in paragraphs Sub-Clauses (a), A) through (b), (cE) or (d)of this Clause 9.2, a “Class A Potential Terminated Purchaser”), HVF the Issuer shall be permitted, upon no less than ten seven (107) days days’ notice (the “Class A Purchaser Termination Notice”) to the Administrative Agent, a each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent related to each Class A Conduit Investor and Class A Committed Note Purchaser including the Class A Potential Terminated Purchaser and its related Funding AgentPurchaser, to (i)(1x)(1) elect to terminate the Class A Commitment, if any, of such Class A Potential Terminated Purchaser on the date specified in such termination noticeClass A Purchaser Termination Notice, and (2) prepay on the date of such termination such Class A Potential Terminated Purchaser’s portion of the Class A Investor Group Principal Amount for such Class A Potential Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon of such Potential Terminated Purchaserthereon, if any, or (iiy) elect to cause such Class A Potential Terminated Purchaser to (and the Class A Potential Terminated Purchaser must) assign its Class A Commitment to a replacement purchaser who may be an existing Class A Conduit Investor, Class A Committed Note Purchaser, Class A Program Support Provider or other Class A Noteholder (each, a “Class A Replacement Purchaser”) (” and, any such Class A Potential Terminated Purchaser with respect to which HVF the Issuer has made any such election, a “Class A Terminated Purchaser”). HVF In the case of a Class A Purchaser Termination Notice delivered in connection with any Class A Potential Terminated Purchaser who is a Class A Non-Consenting Purchaser pursuant to Sub-Clause 9.2(a)(i)(E), such Class A Purchaser Termination Notice shall specify each Class A Committed Note Purchaser and Class A Conduit Investor that is a Class A Potential Terminated Purchaser and shall provide that any Class A Committed Note Purchaser or Class A Conduit Investor that is not a Class A Potential Terminated Purchaser may notify the Issuer of its election to become a Class A Non-Consenting Purchaser and additional Class A Potential Terminated Purchaser (each, a “Revoking Lender”). The Issuer shall be permitted to make any election specified in clauses (x) or (y) of this final paragraph of Sub-Clause 9.2(a)(i) with respect to each Revoking Lender, upon which election by the Issuer each such Revoking Lender shall become an additional Class A Terminated Purchaser on the date specified in the Class A Purchaser Termination Notice delivered with respect to each Class A Potential Terminated Purchaser pursuant to the immediately preceding sentence. No Class A Purchaser Termination Notice shall be required to be delivered with respect to a Revoking Lender who becomes a Class A Potential Terminated Purchaser. (ii) The Issuer shall not make an election described in the preceding paragraph Sub-Clause 9.2(a) unless (ai) no Amortization Event or Potential Amortization Event with respect to Series 2009-1 Class A Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (bii) in respect of an election described in clause (iiy) of the immediately preceding final paragraph of Sub-Clause 9.2(a)(i) only, on or prior to the effectiveness of the applicable assignment, the Class A Terminated Purchaser shall have been paid its portion of the Class A Investor Group Principal Amount for such Class A Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon thereon, if any, by or on behalf of the Issuer or the related Class A Replacement Purchaser, (ciii) in the event that the Class A Terminated Purchaser is a Non-Extending Purchaser, the Class A Replacement Purchaser (Purchaser, if any) , shall have agreed to the applicable extension of the Series 2009-1 Commitment Termination Date and (div) in the event that the Class A Terminated Purchaser is a Class A Non-Consenting Purchaser, the Class A Replacement Purchaser (Purchaser, if any) , shall have consented to the applicable amendment, modification, termination or waiver. Each Class A Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVFthe Issuer, to permit a Class A Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Investor Group (other than any Terminated Purchaser) shall be required in order for a Replacement Purchaser to join any such Investor Group. Upon the effectiveness of any such assignment to a Replacement Purchaser, (i) such Replacement Purchaser shall become a “Committed Note Purchaser” or “Conduit Investor”, as applicable, hereunder for all purposes of this Agreement and the Series 2009-1 Related Documents, (ii) such Replacement Purchaser shall have a Commitment in the amount not less than the Terminated Purchaser’s Commitment assumed by it and (iii) the Commitment of the Terminated Purchaser shall be terminated in all respects.WEIL:

Replacement of Investor Group. Notwithstanding anything to the contrary contained herein or in any other Series 2009-1 Related Document, in the event that (a) any Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, (b) a Committed Note Purchaser shall become a Defaulting Committed Note Purchaser, and such Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 within five (5) Business days after demand from the applicable Funding Agent, (c) any Committed Note Purchaser or Conduit Investor shall become a Non-Extending Purchaser, Purchaser or (d) any Committed Note Purchaser or Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 20092010-1 2 Related Document (an “Action”), ) by the date specified by HVF or the Administrator on behalf of HVF, for which (I) in the case of any Action which is an Aggregate Outstanding VFN Action (A) at least half of the percentage of the Committed Note Purchasers and the Conduit Investors Aggregate Outstanding VFN Noteholders required for such Action have consented to such Action, Action and (B) the Aggregate Outstanding VFN Threshold Noteholders have not consented to such Action (or provided written notice that they intend to consent) or (II) in the case of any Action which is not an Aggregate Outstanding VFN Action (A) at least half of the percentage of Series 2010-2 Noteholders required for such Action have consented to such Action and (B) the percentage of the Committed Note Purchasers and the Conduit Investors Series 2010-2 Noteholders required for such Action have not consented to such Action (or provided written notice that they intend to consent) (each, a “Non-Consenting Purchaser”), (each such Committed Note Purchaser or Conduit Investor described in paragraphs (a), (b), (c) or (d), a “Potential Terminated Purchaser”), HVF shall be permitted, upon no less than ten (10) days notice to the Administrative Agent, a Potential Terminated Purchaser and its related Funding Agent, to (i)(1) elect to terminate the Commitment, Commitment (if any, ) of such Potential Terminated Purchaser on the date specified in such termination notice, and (2) prepay on the date of such termination such Potential Terminated Purchaser’s Investor Group Principal Amount and all accrued and unpaid interest thereon of such Potential Terminated Purchaser, or (ii) elect to cause such Potential Terminated Purchaser to (and the Potential Terminated Purchaser must) assign its Commitment (if any) to a replacement purchaser (a “Replacement Purchaser”) (any such Potential Terminated Purchaser with respect to which HVF has made any such election, a “Terminated Purchaser”). In the event that any Committed Note Purchaser or Conduit Investor becomes a Potential Terminated Purchaser hereunder, HVF shall be permitted to deem any other member of such Committed Note Purchaser’s or Conduit Investor’s Investor Group to be a Potential Terminated Purchaser for all purposes hereunder. HVF shall not make an election described in the preceding paragraph unless (a) no Series 2010-2 Amortization Event or Series 2010-2 Potential Amortization Event with respect to Series 2009-1 Notes shall have occurred and be continuing at the time of such election (unless such Amortization Series 0000-0 Xxxxxxxxxxxx Event or Series 2010-2 Potential Amortization Event would no longer be continuing after giving effect to such election), (b) in respect of an election described in clause (ii) of the immediately preceding paragraph only, on or prior to the effectiveness of the applicable assignment, the Terminated Purchaser shall have been paid its Investor Group Principal Amount and all accrued and unpaid interest thereon by or on behalf of the related Replacement Purchaser, (c) in the event that the Terminated Purchaser is a Non-Extending Purchaser, the Replacement Purchaser (if any) shall have agreed to the applicable extension of the Series 20092010-1 2 Commitment Termination Date and (d) in the event that the Terminated Purchaser is a Non-Consenting Purchaser, the Replacement Purchaser (if any) shall have consented to the applicable amendment, modification, termination or waiver. Each Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVF, to permit a Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Investor Group (other than any Terminated Purchaser) shall be required in order for a Replacement Purchaser to join any such Investor Group. Upon the effectiveness of any such assignment to a Replacement Purchaser, (i) such Replacement Purchaser shall become a “Committed Note Purchaser” or “Conduit Investor”, as applicable, hereunder for all purposes of this Agreement and the Series 20092010-1 2 Related Documents, (ii) such Replacement Purchaser shall have a Commitment in the amount not less than the Terminated Purchaser’s Commitment assumed by it and (iii) the Commitment of the Terminated Purchaser shall be terminated in all respects.

Replacement of Investor Group. (a) Replacement of Class A Investor Group. (i) Notwithstanding anything to the contrary contained herein or in any other Series 20092014-1 A Related Document, in the event that (a) that A. any Class A Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05any Specified Cost Section, 3.06, 3.07 or 3.08, (b) B. a Class A Committed Note Purchaser shall become a Class A Defaulting Committed Note Purchaser, and such Class A Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 2.2(a)(vii) within five (5) Business days after demand from the applicable Class A Funding Agent, (c) C. any Class A Committed Note Purchaser or Class A Conduit Investor shall (I) become a Non-Extending PurchaserPurchaser or (II) deliver a Class A Delayed Funding Notice or a Class A Second Delayed Funding Notice, D. as of any date of determination (I) the rolling average Class A CP Rate applicable to the Class A CP Tranche attributable to any Class A Conduit Investor for any three (3) month period is equal to or greater than the greater of (x) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period plus 0.50% and (y) the product of (a) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period and (b) 125%, (II) any portion of the Class A Investor Group Principal Amount with respect to such Class A Conduit Investor is being continued or maintained as a Class A CP Tranche as of such date and (III) the circumstance described in clause (I) does not apply to more than two Class A Conduit Investors as of such date, or (d) E. any Class A Committed Note Purchaser or Class A Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 20092014-1 A Related Document (an a “Class A Action”), by the date specified by HVF or the Administrator on behalf of HVFII, for which (AI) at least half of the percentage of the Class A WEIL:\95450705\27\52399.0041 Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have consented to such Class A Action, and (BII) the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have not consented to such Class A Action (or provided written notice that they intend to consent) consent (each, a “Class A Non-Consenting Purchaser”), (and each such Class A Committed Note Purchaser or Conduit Investor described in paragraphs clauses (a), A) through (b), (c) or (dE), a “Class A Potential Terminated Purchaser”), HVF II shall be permitted, upon no less than ten seven (107) days days’ notice to the Administrative Agent, a Class A Potential Terminated Purchaser and its Class A related Funding Agent, to (i)(1x)(1) elect to terminate the Class A Commitment, if any, of such Class A Potential Terminated Purchaser on the date specified in such termination notice, and (2) prepay on the date of such termination such Class A Potential Terminated Purchaser’s portion of the Class A Investor Group Principal Amount for such Class A Potential Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon of such Potential Terminated Purchaserthereon, if any, or (iiy) elect to cause such Class A Potential Terminated Purchaser to (and the Class A Potential Terminated Purchaser must) assign its Class A Commitment to a replacement purchaser who may be an existing Class A Conduit Investor, Committed Note Purchaser, Class A Program Support Provider or other Class A Noteholder (each, a “Class A Replacement Purchaser”) (” and, any such Class A Potential Terminated Purchaser with respect to which HVF II has made any such election, a “Class A Terminated Purchaser”). . (ii) HVF II shall not make an election described in the preceding paragraph Section 9.2(a)(i) unless (aA) no Amortization Event or Potential Amortization Event with respect to Series 2009-1 Class A Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (bB) in respect of an election described in clause (iiy) of the immediately preceding final paragraph Section 9.2(a)(i) only, on or prior to the effectiveness of the applicable assignment, the Class A Terminated Purchaser shall have been paid its portion of the Class A Investor Group Principal Amount for such Class A Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon thereon, if any, by or on behalf of HVF II or the related Class A Replacement Purchaser, (cC) in the event that the Class A Terminated Purchaser is a Non-Extending Purchaser, the Class A Replacement Purchaser (Purchaser, if any) , shall have agreed to the applicable extension of the Series 2009-1 Class A Commitment Termination Date and (dD) in the event that the Class A Terminated Purchaser is a Class A Non-Consenting Purchaser, the Class A Replacement Purchaser (Purchaser, if any) , shall have consented to the applicable amendment, modification, termination or waiver. Each Class A Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVFHVF II, to permit a Class A Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Class A Investor Group (other than any Class A Terminated PurchaserPurchaser in such Class A Investor Group) shall be required in order for a Class A Replacement Purchaser to join any such Class A Investor Group. Upon the WEIL:\95450705\27\52399.0041 effectiveness of any such assignment to a Class A Replacement Purchaser, (iA) such Class A Replacement Purchaser shall become a “Class A Committed Note Purchaser” or “Class A Conduit Investor”, as applicable, hereunder for all purposes of this Agreement Series 2014-A Supplement and the other Series 20092014-1 A Related Documents, (iiB) such Class A Replacement Purchaser shall have a Class A Commitment and a Class A Committed Note Purchaser Percentage in the an amount not less than the Class A Terminated Purchaser’s Class A Commitment and Class A Committed Note Purchaser Percentage assumed by it and it, (iiiC) the Class A Commitment of the Class A Terminated Purchaser shall be terminated in all respectsrespects and the Class A Committed Note Purchaser Percentage of such Class A Terminated Purchaser shall become zero and (D) the Administrative Agent shall revise Schedule II hereto to reflect the immediately preceding clauses (A) through (C).

Replacement of Investor Group. (a) Notwithstanding anything to the contrary contained herein or in any other Series 20092013-1 A Related Document, in the event that that (ai) any Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, any Specified Cost Section, (bii) a Committed Note Purchaser shall become a Defaulting Committed Note Purchaser, and such Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 2.2(g) within five (5) Business days after demand from the applicable Funding Agent, , (ciii) any Committed Note Purchaser or Conduit Investor shall (x) become a Non-Extending Purchaser, Purchaser or (dy) deliver a Delayed Funding Notice or a Second Delayed Funding Notice, (iv) as of any date of determination (A) the rolling average CP Rate applicable to the Series 2013-A CP Tranche attributable to any Conduit Investor for any three (3) month period is equal to or greater than the greater of (I) the CP Rate applicable to such Series 2013-A CP Tranche attributable to such Conduit Investor at the start of such period plus 0.50% and (II) the product of (x) the CP Rate applicable to such Series 2013-A CP Tranche attributable to such Conduit Investor at the start of such period and (y) 125%, (B) any portion of the Investor Group Principal Amount with respect to such Conduit Investor is being continued or maintained as a Series 2013-A CP Tranche as of such date and (C) the circumstance described in clause (A) does not apply to more than two Conduit Investors as of such date, or (v) any Committed Note Purchaser or Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 20092013-1 A Related Document (an “Action”), by the date specified by HVF or the Administrator on behalf of HVFII, for which (A) at least half of the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have consented to such Action, and (B) the percentage of the Committed Note Purchasers and the Conduit Investors required for such Action have not consented to such Action (or provided written notice that they intend to consent) consent (each, a “Non-Consenting Purchaser”), (and each such Committed Note Purchaser or Conduit Investor described in paragraphs clauses (a), i) through (b), (cv) or (d)any Committed Note Purchaser or Conduit Investor that shall become a Series 2013-B Potential Terminated Purchaser, a “Potential Terminated Purchaser”), HVF II shall be permitted, upon no less than ten seven (107) days days’ notice to the Administrative Agent, a Potential Terminated Purchaser and its related Funding Agent, to (i)(1x)(1) elect to terminate the Commitment, if any, of such Potential Terminated Purchaser on the date specified in such termination notice, and (2) prepay on the date of such termination such Potential Terminated Purchaser’s portion of the Investor Group Principal Amount for such Potential Terminated Purchaser’s Investor Group and all accrued and unpaid interest thereon of such Potential Terminated Purchaserthereon, if any, or (iiy) elect to cause such Potential Terminated Purchaser to (and the Potential Terminated Purchaser must) assign its Commitment to a replacement purchaser who may be an existing Conduit Investor, Committed Note Purchaser, Program Support Provider or other Series 2013-A Noteholder (each, a “Replacement Purchaser”) (” and, any such Potential Terminated Purchaser with respect to which HVF II has made any such election, a “Terminated Purchaser”). . (b) HVF II shall not make an election described in the preceding paragraph Section 9.2(a) unless (ai) no Amortization Event or Potential Amortization Event with respect to Series 20092013-1 A Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (bii) in respect of an election described in clause (iiy) of the immediately preceding paragraph Section 9.2(a) only, on or prior to the effectiveness of the applicable assignment, the Terminated Purchaser shall have been paid its portion of the Investor Group Principal Amount for such Terminated Purchaser’s Investor Group and all accrued and unpaid interest thereon thereon, if any, by or on behalf of HVF II or the related Replacement Purchaser, (ciii) in the event that the Terminated Purchaser is a Non-Extending Purchaser, the Replacement Purchaser (Purchaser, if any) , shall have agreed to the applicable extension of the Series 20092013-1 A Commitment Termination Date and (div) in the event that the Terminated Purchaser is a Non-Consenting Purchaser, the Replacement Purchaser (Purchaser, if any) , shall have consented to the applicable amendment, modification, termination or waiver. Each Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVFHVF II, to permit a Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Investor Group (other than any Terminated PurchaserPurchaser in such Investor Group) shall be required in order for a Replacement Purchaser to join any such Investor Group. Upon the effectiveness of any such assignment to a Replacement Purchaser, (i) such Replacement Purchaser shall become a “Committed Note Purchaser” or “Conduit Investor”, as applicable, hereunder for all purposes of this Agreement Series 2013-A Supplement and the other Series 20092013-1 A Related Documents, (ii) such Replacement Purchaser shall have a Commitment and a Committed Note Purchaser Percentage in the an amount not less than the Terminated Purchaser’s Commitment and Committed Note Purchaser Percentage assumed by it and it, (iii) the Commitment of the Terminated Purchaser shall be terminated in all respectsrespects and the Committed Note Purchaser Percentage of such Terminated Purchaser shall become zero and (iv) the Administrative Agent shall revise Schedule II hereto to reflect the foregoing clauses (i) through (iii).

Replacement of Investor Group. (a) Replacement of Class A Investor Group (i) Notwithstanding anything to the contrary contained herein or in any other Series 2009-1 Related Document, in the event that that: (aA) any Class A Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, any Specified Cost Section, (bB) a Class A Committed Note Purchaser shall become a Class A Defaulting Committed Note Purchaser, and such Class A Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 Sub-Clause 2.2(a)(vii) (Funding Defaults) within five (5) Business days after demand from the applicable Class A Funding Agent, , (cC) any Class A Committed Note Purchaser or Class A Conduit Investor shall (x) become a Non-Extending Purchaser, Purchaser or (dy) deliver a Class A Delayed Funding Notice or a Class A Second Delayed Funding Notice, (D) as of any date of determination (A) the rolling average Class A CP Rate applicable to the Class A CP Tranche attributable to any Class A Conduit Investor for any three (3) month period is equal to or greater than the greater of (I) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period plus 0.50% and (II) the product of (x) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period and (y) 125%, (B) any portion of the Class A Investor Group Principal Amount with respect to such Class A Conduit Investor is being continued or maintained as a Class A CP Tranche as of such date and (C) the circumstance described in paragraph (A) does not apply to more than two Class A Conduit Investors as of such date, or (E) any Class A Committed Note Purchaser or Class A Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 2009-1 Issuer Related Document (an a “Class A Action”), by the date specified by HVF or the Administrator on behalf of HVFIssuer, for which (A) at least half of the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have consented to such Class A Action, and (B) the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have not consented to such Class A Action (or provided written notice that they intend to consent) consent (each, a “Class A Non-Consenting Purchaser”), (and each such Class A Committed Note Purchaser or Class A Conduit Investor described in paragraphs Sub-Clauses (a), A) through (b), (cE) or (d)of this Clause 9.2, a “Class A Potential Terminated Purchaser”), HVF the Issuer shall be permitted, upon no less than ten seven (107) days days’ notice (the “Class A Purchaser Termination Notice”) to the Administrative Agent, a each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent related to each Class A Conduit Investor and Class A Committed Note Purchaser including the Class A Potential Terminated Purchaser and its related Funding AgentPurchaser, to (i)(1x)(1) elect to terminate the Class A Commitment, if any, of such Class A Potential Terminated Purchaser on the date specified in such termination noticeClass A Purchaser Termination Notice, and (2) prepay on the date of such termination such Class A Potential Terminated Purchaser’s portion of the Class A Investor Group Principal Amount for such Class A Potential Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon of such Potential Terminated Purchaserthereon, if any, or (iiy) elect to cause such Class A Potential Terminated Purchaser to (and the Class A Potential Terminated Purchaser must) assign its Class A Commitment to a replacement purchaser who may be an existing Class A Conduit Investor, Class A Committed Note Purchaser, Class A Program Support Provider or other Class A Noteholder (each, a “Class A Replacement Purchaser”) (” and, any such Class A Potential Terminated Purchaser with respect to which HVF the Issuer has made any such election, a “Class A Terminated Purchaser”). HVF In the case of a Class A Purchaser Termination Notice delivered in connection with any Class A Potential Terminated Purchaser who is a Class A Non-Consenting Purchaser pursuant to Sub-Clause 9.2(a)(i)(E), such Class A Purchaser Termination Notice shall specify each Class A Committed Note Purchaser and Class A Conduit Investor that is a Class A Potential Terminated Purchaser and shall provide that any Class A Committed Note Purchaser or Class A Conduit Investor that is not a Class A Potential Terminated Purchaser may notify the Issuer of its election to become a Class A Non-Consenting Purchaser and additional Class A Potential Terminated Purchaser (each, a “Revoking Lender”). The Issuer shall be permitted to make any election specified in clauses (x) or (y) of this final paragraph of Sub-Clause 9.2(a)(i) with respect to each Revoking Lender, upon which election by the Issuer each such Revoking Lender shall become an additional Class A Terminated Purchaser on the date specified in the Class A Purchaser Termination Notice delivered with respect to each Class A Potential Terminated Purchaser pursuant to the immediately preceding sentence. No Class A Purchaser Termination Notice shall be required to be delivered with respect to a Revoking Lender who becomes a Class A Potential Terminated Purchaser. (ii) The Issuer shall not make an election described in the preceding paragraph Sub-Clause 9.2(a) unless (ai) no Amortization Event or Potential Amortization Event with respect to Series 2009-1 Class A Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (bii) in respect of an election described in clause (iiy) of the immediately preceding final paragraph of Sub-Clause 9.2(a)(i) only, on or prior to the effectiveness of the applicable assignment, the Class A Terminated Purchaser shall have been paid its portion of the Class A Investor Group Principal Amount for such Class A Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon thereon, if any, by or on behalf of the Issuer or the related Class A Replacement Purchaser, (ciii) in the event that the Class A Terminated Purchaser is a Non-Extending Purchaser, the Class A Replacement Purchaser (Purchaser, if any) , shall have agreed to the applicable extension of the Series 2009-1 Commitment Termination Date and (div) in the event that the Class A Terminated Purchaser is a Class A Non-Consenting Purchaser, the Class A Replacement Purchaser (Purchaser, if any) , shall have consented to the applicable amendment, modification, termination or waiver. Each Class A Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVFthe Issuer, to permit a Class A Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Class A Investor Group (other than any Class A Terminated PurchaserPurchaser in such Class A Investor Group) shall be required in order for a Class A Replacement Purchaser to join any such Class A Investor Group. Upon the effectiveness of any such assignment to a Class A Replacement Purchaser, (i) such Class A Replacement Purchaser shall become a “Class A Committed Note Purchaser” or “Class A Conduit Investor”, as applicable, hereunder for all purposes of this Agreement and the Series 2009-1 other Issuer Related Documents, (ii) such Class A Replacement Purchaser shall have a Class A Commitment and a Class A Committed Note Purchaser Percentage in the an amount not less than the Class A Terminated Purchaser’s Commitment and Class A Committed Note Purchaser Percentage assumed by it and it, (iii) the Class A Commitment of the Class A Terminated Purchaser shall be terminated in all respectsrespects and the Class A Committed Note Purchaser Percentage of such Class A Terminated Purchaser shall become zero and (iv) the Administrative Agent shall revise Schedule 2 hereto to reflect the foregoing paragraphs (i) through (iii).

Replacement of Investor Group. (a) Replacement of Class A Investor Group (i) Notwithstanding anything to the contrary contained herein or in any other Series 2009-1 Related Document, in the event that that: (aA) any Class A Affected Person shall request reimbursement for amounts owing pursuant to Sections 3.05, 3.06, 3.07 or 3.08, any Specified Cost Section, (bB) a Class A Committed Note Purchaser shall become a Class A Defaulting Committed Note Purchaser, and such Class A Defaulting Committed Note Purchaser shall fail to pay any amounts in accordance with Section 2.03 Sub-Clause 2.2(a)(vii) (Class A Funding Defaults) within five (5) Business days after demand from the applicable Class A Funding Agent, , (cC) any Class A Committed Note Purchaser or Class A Conduit Investor shall (x) become a Non-Extending Purchaser, Purchaser or (dy) deliver a Class A Delayed Funding Notice or a Class A Second Delayed Funding Notice, (D) as of any date of determination (A) the rolling average Class A CP Rate applicable to the Class A CP Tranche attributable to any Class A Conduit Investor for any three (3) month period is equal to or greater than the greater of (I) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period plus 0.50% and (II) the product of (x) the Class A CP Rate applicable to such Class A CP Tranche attributable to such Class A Conduit Investor at the start of such period and (y) 125%, (B) any portion of the Class A Investor Group Principal Amount with respect to such Class A Conduit Investor is being continued or maintained as a Class A CP Tranche as of such date and (C) the circumstance described in paragraph (A) does not apply to more than two Class A Conduit Investors as of such date, or (E) any Class A Committed Note Purchaser or Class A Conduit Investor fails to give its consent to any amendment, modification, termination or waiver of any Series 2009-1 Issuer Related Document (an a “Class A Action”), by the date specified by HVF or the Administrator on behalf of HVFIssuer, for which (A) at least half of the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have consented to such Class A Action, and (B) the percentage of the Class A Committed Note Purchasers and the Class A Conduit Investors required for such Class A Action have not consented to such Class A Action (or provided written notice that they intend to consent) consent (each, a “Class A Non-Consenting Purchaser”), (and each such Class A Committed Note Purchaser or Class A Conduit Investor described in paragraphs Sub-Clauses (a), A) through (b), (cE) or (d)of this Clause 9.2, a “Class A Potential Terminated Purchaser”), HVF the Issuer shall be permitted, upon no less than ten seven (107) days days’ notice (the “Class A Purchaser Termination Notice”) to the Administrative Agent, a each Class A Conduit Investor, each Class A Committed Note Purchaser and each Class A Funding Agent related to each Class A Conduit Investor and Class A Committed Note Purchaser including the Class A Potential Terminated Purchaser and its related Funding AgentPurchaser, to (i)(1x)(1) elect to terminate the Class A Commitment, if any, of such Class A Potential Terminated Purchaser on the date specified in such termination noticeClass A Purchaser Termination Notice, and (2) prepay on the date of such termination such Class A Potential Terminated Purchaser’s portion of the Class A Investor Group Principal Amount for such Class A Potential Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon of such Potential Terminated Purchaserthereon, if any, or (iiy) elect to cause such Class A Potential Terminated Purchaser to (and the Class A Potential Terminated Purchaser must) assign its Class A Commitment to a replacement purchaser who may be an existing Class A Conduit Investor, Class A Committed Note Purchaser, Class A Program Support Provider or other Class A Noteholder (each, a “Class A Replacement Purchaser”) (” and, any such Class A Potential Terminated Purchaser with respect to which HVF the Issuer has made any such election, a “Class A Terminated Purchaser”). HVF In the case of a Class A Purchaser Termination Notice delivered in connection with any Class A Potential Terminated Purchaser who is a Class A Non-Consenting Purchaser pursuant to Sub-Clause 9.2(a)(i)(E), such Class A Purchaser Termination Notice shall specify each Class A Committed Note Purchaser and Class A Conduit Investor that is a Class A Potential Terminated Purchaser and shall provide that any Class A Committed Note Purchaser or Class A Conduit Investor that is not a Class A Potential Terminated Purchaser may notify the Issuer of its election to become a Class A Non-Consenting Purchaser and additional Class A Potential Terminated Purchaser (each, a “Revoking Lender”). The Issuer shall be permitted to make any election specified in clauses (x) or (y) of this final paragraph of Sub-Clause 9.2(a)(i) with respect to each Revoking Lender, upon which election by the Issuer each such Revoking Lender shall become an additional Class A Terminated Purchaser on the date specified in the Class A Purchaser Termination Notice delivered with respect to each Class A Potential Terminated Purchaser pursuant to the immediately preceding sentence. No Class A Purchaser Termination Notice shall be required to be delivered with respect to a Revoking Lender who becomes a Class A Potential Terminated Purchaser. (ii) The Issuer shall not make an election described in the preceding paragraph Sub-Clause 9.2(a) unless (ai) no Amortization Event or Potential Amortization Event with respect to Series 2009-1 Class A Notes shall have occurred and be continuing at the time of such election (unless such Amortization Event or Potential Amortization Event would no longer be continuing after giving effect to such election), (bii) in respect of an election described in clause (iiy) of the immediately preceding final paragraph of Sub-Clause 9.2(a)(i) only, on or prior to the effectiveness of the applicable assignment, the Class A Terminated Purchaser shall have been paid its portion of the Class A Investor Group Principal Amount for such Class A Terminated Purchaser’s Class A Investor Group and all accrued and unpaid interest thereon thereon, if any, by or on behalf of the Issuer or the related Class A Replacement Purchaser, (ciii) in the event that the Class A Terminated Purchaser is a Non-Extending Purchaser, the Class A Replacement Purchaser (Purchaser, if any) , shall have agreed to the applicable extension of the Series 2009-1 Commitment Termination Date and (div) in the event that the Class A Terminated Purchaser is a Class A Non-Consenting Purchaser, the Class A Replacement Purchaser (Purchaser, if any) , shall have consented to the applicable amendment, modification, termination or waiver. Each Class A Terminated Purchaser hereby agrees to take all actions reasonably necessary, at the expense of HVFthe Issuer, to permit a Class A Replacement Purchaser to succeed to its rights and obligations hereunder. Notwithstanding the foregoing, the consent of each then-current member of an existing Class A Investor Group (other than any Class A Terminated PurchaserPurchaser in such Class A Investor Group) shall be required in order for a Class A Replacement Purchaser to join any such Class A Investor Group. Upon the effectiveness of any such assignment to a Class A Replacement Purchaser, (i) such Class A Replacement Purchaser shall become a “Class A Committed Note Purchaser” or “Class A Conduit Investor”, as applicable, hereunder for all purposes of this Agreement and the Series 2009-1 other Issuer Related Documents, (ii) such Class A Replacement Purchaser shall have a Class A Commitment and a Class A Committed Note Purchaser Percentage in the an amount not less than the Class A Terminated Purchaser’s Commitment and Class A Committed Note Purchaser Percentage assumed by it and it, (iii) the Class A Commitment of the Class A Terminated Purchaser shall be terminated in all respectsrespects and the Class A Committed Note Purchaser Percentage of such Class A Terminated Purchaser shall become zero and (iv) the Administrative Agent shall revise Schedule 2 hereto to reflect the foregoing paragraphs (i) through (iii).