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
92
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
2013-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 (but subject to
Section 9.3(b)(viii)), 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 2013-A Supplement and each other Series 2013-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, granted
to the Class B Funding Agent hereunder or under each other Series 2013-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 2013-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 2013-A
Related Document with respect to such portion of the Class B Investor Group
Principal Amount and such Class B Conduit Investor shall be released from such