in the Series 2013-A Notes (and its rights and
obligations hereunder and under each other Series 2013-A Related Document) in
respect of such assigned interest to its related Committed Note Purchaser
pursuant to Section 9.3(g).
Notwithstanding anything to the contrary herein
(but subject to Section 9.3(h)), any assignment by a Committed Note Purchaser to
a different Investor Group that includes a Conduit Investor shall be made
pursuant to Section 9.3(c), and not this Section 9.3(a).
(b)
Without limiting Section 9.3(a), each Conduit Investor may assign
all or a portion of the Investor Group Principal Amount with respect to such
Conduit Investor and its rights and obligations under this Series 2013-A
Supplement and each other Series 2013-A Related Document to which it is a party
(or otherwise to which it has
59
rights) to a Conduit Assignee with respect to such Conduit Investor without the
prior written consent of HVF II.
Upon such assignment by a Conduit Investor to
a Conduit Assignee:
(i)
such Conduit Assignee shall be the owner of the Investor Group
Principal Amount or such portion thereof with respect to such Conduit Investor,
(ii)
the related administrative or managing agent for such Conduit
Assignee will act as the Funding Agent for such Conduit Assignee hereunder, with
all corresponding rights and powers, express or implied, granted to the Funding
Agent hereunder or under each other Series 2013-A Related Document,
(iii)
such Conduit Assignee and its liquidity support provider(s) and
credit support provider(s) and other related parties, in each case relating to
the Series 2013-A Commercial Paper and/or the Series 2013-A Notes, shall have
the benefit of all the rights and protections provided to such Conduit Investor
herein and in each other Series 2013-A Related Document (including any
limitation on recourse against such Conduit Assignee as provided in this
paragraph),
(iv)
such Conduit Assignee shall assume all of such Conduit Investor's
obligations, if any, hereunder and under each other Series 2013-A Related
Document with respect to such portion of the Investor Group Principal Amount and
such Conduit Investor shall be released from such obligations,
(v)
all distributions in respect of the Investor Group Principal
Amount or such portion thereof with respect to such Conduit Investor shall be
made to the applicable Funding Agent on behalf of such Conduit Assignee,
(vi)
the definition of the term "CP Rate" with respect to the portion
of the Investor Group Principal Amount with respect to such Conduit Investor, as
applicable funded with commercial paper issued by such Conduit Assignee from
time to time shall be determined in the manner set forth in the definition of
"CP Rate" applicable to such Conduit Assignee on the basis of the interest rate
or discount applicable to commercial paper issued by such Conduit Assignee
(rather than any other Conduit Investor),
(vii)
the defined terms and other terms and provisions of this
Series 2013-A Supplement and each other Series 2013-A Related Documents shall be
interpreted in accordance with the foregoing, and
(viii)
if reasonably requested by the Funding