(i) after the occurrence and during
the continuance of an Amortization Event with respect to the Series 2014-A Notes
or (ii) if such Acquiring Committed Note Purchaser is an Affiliate of such
assigning Committed Note Purchaser; provided further, that HVF II may withhold
its consent in its sole and absolute discretion (and such withholding shall be
deemed reasonable) to an assignment to a potential Acquiring Committed Note
Purchaser that is a Disqualified Party.
An assignment by a Committed Note
Purchaser that is part of an Investor Group that includes a Conduit Investor to
an Investor Group that does not include a Conduit Investor may be made pursuant
to this Section 9.3(a); provided that, immediately prior to such assignment each
Conduit Investor that is part of the assigning Investor Group shall be deemed to
have assigned all of its rights and obligations in the Series 2014-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 Committed Note
Purchaser pursuant to Section 9.3(g).
Notwithstanding anything to the contrary
herein, 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 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 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 2014-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 2014-A Commercial Paper and/or the Series 2014-A Notes, shall have
the benefit of all the rights and protections provided to such Conduit Investor
herein and in each other Series 2014-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 2014-A Related
Document with respect to such portion of the Investor Group Principal Amount and
such Conduit Investor shall be released from such obligations,
57
(v)
all distributions in respect of the Investor Group Principal
Amount or such portion thereof with respect to such