Assignment by Conduit Investors. This Agreement and the rights of each Conduit Investor hereunder (including each Investment made by it hereunder) shall be assignable by such Conduit Investor and its successors and permitted assigns (i) to any Liquidity Provider of such Conduit Investor without prior notice to or consent from the Seller or any other party, or any other condition or restriction of any kind, (ii) to any other Investor with prior notice to the Seller but without consent from the Seller or (iii) with the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default has occurred and is continuing), to any other Eligible Assignee. Each assignor of an Investment or any interest therein may, in connection with the assignment or participation, disclose to the assignee or Participant any information relating to the Seller and its Affiliates, including the Receivables, furnished to such assignor by or on behalf of the Seller and its Affiliates or by the Agent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of any confidential information relating to the Seller and its Affiliates received by it from any of the foregoing entities in a manner consistent with Section 12.06(a).
Assignment by Conduit Investors. Each of the parties hereto hereby acknowledges that XX XXXX Trust and Variable Funding Capital Company LLC (together, the “Assigning Conduit Investors”) hereby assign their respective Investments to their respective Related Alternate Investors; provided, however, that the rights, remedies, provisions and agreements set forth in Section 11.1 of the TAA shall survive such assignment with respect to each of the Assigning Conduit Investors in respect of events that have occurred prior to the date hereof.
