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 Series 2014-A
Related Document) in respect of such assigned interest to its related Class A
Committed Note Purchaser pursuant to 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 Section 9.3(a)(iii), and not this Section
9.3(a)(i).
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(ii)
Without limiting Section 9.3(a)(i), each Class A Conduit Investor may
assign all or a portion of the Class A Investor Group Principal Amount with
respect to such Class A Conduit Investor and its rights and obligations under
this Series 2014-A Supplement and each other Series 2014-A Related Document to
which it is a party (or otherwise to which it has rights) to a Class A Conduit
Assignee with respect to such Class A Conduit Investor without the prior written
consent of HVF II. Upon such assignment by a Class A Conduit Investor to a Class
A Conduit Assignee:
A.
such Class A Conduit Assignee shall be the owner of the Class A Investor
Group Principal Amount or such portion thereof with respect to such Class A
Conduit Investor,
B.
the related administrative or managing agent for such Class A Conduit
Assignee will act as the Class A Funding Agent for such Class A Conduit Assignee
hereunder, with all corresponding rights and powers, express or implied, granted
to the Class A Funding Agent hereunder or under each other Series 2014-A Related
Document,
C.
such Class A Conduit Assignee and its liquidity support provider(s) and
credit support provider(s) and other related parties, in each case relating to
the Class A Commercial Paper and/or the Class A Notes, shall have the benefit of
all the rights and protections provided to such Class A Conduit Investor herein
and in each other Series 2014-A Related Document (including any limitation on
recourse against such Class A Conduit Assignee as provided in this paragraph),
D.
such Class A Conduit Assignee shall assume all of such Class A Conduit
Investor's obligations, if any, hereunder and under each other Series 2014-A
Related Document with respect to such portion of the Class A Investor Group
Principal Amount and such Class A Conduit Investor shall be released from such
obligations,
E.
all distributions in respect of the Class A Investor Group Principal
Amount or such portion thereof with respect to such Class A Conduit Investor
shall be made to the applicable Class A Funding Agent on behalf of such Class A
Conduit Assignee,
F.
the definition of the term "Class A CP Rate" with respect to the portion
of the Class A Investor Group Principal Amount with respect to such Class A
Conduit Investor, as applicable funded with commercial paper issued by such
Class A Conduit Assignee from time to time