its consent in its sole and absolute discretion (and such
withholding shall be deemed reasonable) to an assignment to a potential Class B
Acquiring Committed Note Purchaser that is a Disqualified Party. An assignment
by a Class B Committed Note Purchaser that is part of a Class B Investor Group
that includes a Class B Conduit Investor to a Class B Investor Group that does
not include a Class B Conduit Investor may be made pursuant to this Section
9.3(b)(i); provided that, immediately prior to such assignment each Class B
Conduit Investor that is part of the assigning Class B Investor Group shall be
deemed to have assigned all of its rights and obligations in the Class B 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 B
Committed Note Purchaser pursuant to Section 9.3(b)(vii). Notwithstanding
anything to the contrary herein, any assignment by a Class B Committed Note
Purchaser to a different Class B Investor Group that includes a Class B Conduit
Investor shall be made pursuant to Section 9.3(b)(iii), and not this Section
9.3(b)(i).
(ii)
Without limiting Section 9.3(b)(i), each Class B Conduit Investor may
assign all or a portion of the Class B Investor Group Principal Amount with
respect to such Class B 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 B Conduit
Assignee with respect to such Class B Conduit Investor without the prior written
consent of HVF II. Upon such assignment by a Class B Conduit Investor to a Class
B Conduit Assignee:
A.
such Class B Conduit Assignee shall be the owner of the Class B Investor
Group Principal Amount or such portion thereof with respect to such Class B
Conduit Investor,
B.
the related administrative or managing agent for such Class B Conduit
Assignee will act as the Class B Funding Agent for such Class B Conduit Assignee
hereunder, with all corresponding rights and powers, express or implied,
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granted to the Class B Funding Agent hereunder or under each other Series 2014-A
Related Document,
C.
such Class B Conduit Assignee and its liquidity support provider(s) and
credit support provider(s) and other related parties, in each case relating to
the Class B Commercial Paper and/or the Class B Notes, shall have the benefit of
all the rights and protections provided to such Class B Conduit Investor herein
and in each other Series 2014-A Related Document (including any limitation on
recourse against such Class B Conduit Assignee as provided in this paragraph),
D.
such Class B Conduit Assignee shall assume all of such Class B Conduit
Investor's obligations, if any, hereunder and under each other Series 2014-A
Related Document with respect to such portion of the Class B Investor Group
Principal Amount and such Class B Conduit Investor shall