Binding Effect; Assignability; Multiple Lenders Sample Clauses

Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the written consent of the Administrative Agent (such consent not to be unreasonably withheld), each Lender and their respective successors and assigns may assign, or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) and/or (ii) any Advance (or portion thereof) or any Variable Funding Note (or any portion thereof) to: (i) prior to the occurrence of an Event of Default: a. any Eligible Assignee with 90 days (or such shorter period as agreed to by the Borrower) prior written notice specifying the name of such Eligible Assignee to the Borrower; b. any other Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld); c. any Affiliate of such Lender with prior written notice to the Borrower; or d. any Person, if required by any change in Applicable Law with prior written notice to the Borrower; and (ii) after the occurrence of any Event of Default, any Person with prior written notice to the Borrower; ; provided that, (y) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank or an Affiliate of its related Lender Agent and (z) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.21(b), then the Administrative Agent shall have the right to cause such Defaulting Lender to assign its entire interest in the Advances and this Agreement pursuant to this Section 12.04(a) to a transferee selected by the Administrative Agent. Any such assignee shall execute and deliver to the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its accepta...
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Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Lenders, the Collateral Agent, the Backup Servicer or any other successor Servicer, as applicable, the Custodian, the Lenders’ Bank and their respective successors and permitted assigns. This Agreement and each Lender’s rights and obligations hereunder (and under its related Note) and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) by such Lender and its successors and assigns; provided, however, that if either of Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx AFI assigns all or any portion of its Notes to any third party at any time prior to the Collateral Split, then RBS shall have the right (but no obligation) to sell to the assigning party a portion of its Notes of the same class sold to such third party such that, after giving effect to the assignment by Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx AFI to such third party and the assignment by RBS pursuant to this proviso, the aggregate amount of Notes of the sold class that are held by Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx AFI, on the one hand, and RBS, on the other hand, will be equal; and, provided, further, that if RBS assigns all or any portion of its Notes to any third party at any time prior to the Collateral Split, then whichever of Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx AFI is then holding Notes of the sold class shall have the right (but no obligation) to sell to RBS a portion of its Notes of such class such that, after giving effect to the assignment by RBS to such third party and the assignment by Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx AFI, as the case may be, to RBS pursuant to this proviso, the aggregate amount of Notes of the sold class that are held by Xxxxxx Xxxxxxx or Xxxxxx Xxxxxxx AFI, on the one hand, and RBS, on the other hand, will be equal (it being understood and agreed that, for the avoidance of doubt, neither of the two preceding provisos shall apply to any pledge or other hypothecation by any such Lender of its rights and obligations hereunder or interests herein solely to the extent that such pledge or hypothecation does not constitute a sale). The purchase price for any assignment made pursuant to either proviso of the foregoing sentence shall be based on the same discount to par, or premium over par, that applies to the relevant third party assignment, taking into account any fees or other arrangements that would affect the economics of such...
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Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Administrative Agent (unless such assignment is to an Affiliate of a Lender or is otherwise required by Applicable Law), each Lender and their respective successors and assigns may assign, grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) and/or
Sample 1
Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however that (i) the commercial paper, if any, issued by any assignee of the Lender or its successors and assigns shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment, (ii) such assignee shall be a Qualified Institutional Buyer and (iii) DZ Bank shall remain the Agent hereunder after any such assignment. None of the Borrower, the Servicer, the Backup Servicer, the Custodian or the Agent’s Bank may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made pursuant to this Section 9.04 shall execute and deliver to the Agent, for its acceptance and recording in its books and records, an assignment and acceptance agreement (an “Assignment and Acceptance”) or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording thereof as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. The Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower and the Pledged Assets furnished to the Lender by or on behalf of the Borrower or the Servicer; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or partici...
Sample 1
Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Agent, the Lender, the Backup Servicer, the Trustee and the Collection Account Bank, and their respective successors and permitted assigns. This Agreement and the Lender's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including by way of the sale of participation interests therein) by the Lender and its successors and assigns. This Agreement and the Agent's rights and obligations hereunder and interest herein shall be assignable in whole or in part by the Agent and its successors and assigns. None of the Borrower, the Servicer, the Backup Servicer, the Trustee or the Collection Account Bank may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an assignment and acceptance agreement (an "Assignment and Acceptance") or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.
Sample 1
Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Collateral Agent, the Collateral Administrator, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. With the prior written consent of the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), each Lender and their respective successors and assigns may assign (i) this Agreement and such Xxxxxx’s rights and obligations hereunder and interest herein in whole or in part and/or (ii) any Advance (or portion thereof) to any Person; provided that, (x) a Lender may assign its rights and obligations hereunder to an Affiliate or an Approved Fund without the prior consent of the Borrower or the Administrative Agent, (y) after an Event of Default has occurred (that has not been waived), a Lender may assign its rights and obligations hereunder to any Person without the prior consent of the Borrower and (z) such assignee must represent and warrant that it is a Qualified Lender and not a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, and shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit M hereto (a “Transferee Letter”) and a fully-executed Xxxxxxx Supplement. The parties to any such assignment shall execute and deliver to the related Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender and the Administrative Agent, other than any assignment effected in connection with a transaction that meets the requirements of Section 5.04(a). (b) Notwithstanding any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement, including to secure obligations of such Lender to a Federal Reserve Bank, without noti...
Sample 1
Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, Holdings, the Facility Servicer, the Administrative Agent, each Lender and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign, or grant a security interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part, or (ii) any Advance (or portion thereof) to any Eligible Assignee; provided that unless an Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) shall be required for a Lender to assign to any Person that is not an Affiliate of such Lender. Any such assignee shall (i) execute and deliver to the Facility Servicer, the Borrower and the Administrative Agent a fully-executed Assignment and Assumption Agreement and all documentation and information with respect to the assignee that is required under applicable “know your customer” and Anti-Money Laundering Laws, including the USA PATRIOT ACT, including any tax forms, and (ii) pay a registration and processing fee of U.S. $3,500. Upon receipt of all of the foregoing and conditioned upon such receipt and if applicable, upon the Borrower consenting to such assignment, from and after the effective date specified in the Assignment and Assumption Agreement, the Administrative Agent shall record or cause to be recorded in Register the information contained in such Assignment and Assumption Agreement. Neither the Borrower nor the Facility Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of the Majority Lenders unless otherwise contemplated hereby. Each Lender may sell a participation in its interests hereunder as provided in Section 11.04(d). No assignment or sale of a participation under this Section 11.04 shall be effective unless and until properly recorded in the Register or Participant Register, as applicable, pursuant to Section 2.03. (b) Notwithstanding any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender to a Federal Reserve Bank (a “Liquidity Agreement”), withou...
Sample 1
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Binding Effect; Assignability; Multiple Lenders. (a) This Agreement shall be binding upon and inure to the benefit of Holdings, the Co‐Borrowers, the Administrative Agent, each Lender, the Servicer and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign, or grant a security interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part or (ii) any Advance (or portion thereof) or any Revolving Loan Note (or any portion thereof), in each case, to any Eligible Assignee; provided that unless and until an Event of Default pursuant to Section 6.01(a) or Section 6.01(d) has USActive 58800445.158806140.10 -122- SK 28388 0001 10656366 v3
Sample 1

Related to Binding Effect; Assignability; Multiple Lenders

  • Binding Effect; Assignability This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

  • Binding Effect; Assignability; Benefit (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable Securities and (ii) this Article 5). (b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign rights hereunder to any Permitted Transferee of such Shareholder. Any such Permitted Transferee shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall thenceforth be a “Shareholder”. (c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

  • Binding Effect and Assignability This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and assigns. The Subscriber agrees not to transfer or assign this Subscription Agreement, or any of the Subscriber’s interest herein.

  • Binding Effect, Etc Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Assignability; Binding Effect This Agreement is not assignable by any Party without the prior written consent of the other Parties and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

  • Binding Effect; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

  • Binding Effect; Survival This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Employee. The provisions of Section 5 shall survive the lapse of the Forfeiture Restrictions without forfeiture.

  • Governing Law; Binding Effect; Amendment and Termination (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware. (b) This Agreement shall be binding upon the Company, its successors and assigns, and shall inure to the benefit of Indemnitee, his heirs, personal representatives and assigns and to the benefit of the Company, its successors and assigns. (c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the Company and Indemnitee.

  • Binding Effect; Ratification (a) On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Transfer Agreement and (ii) each reference in the Transfer Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Transfer Agreement, shall mean and be a reference to such Agreement as amended hereby. (b) Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

  • Binding Effect; Governing Law Except as modified hereby, the Lease shall remain in full effect and this Amendment shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall prevail. This Amendment shall be governed by the laws of the State in which the Premises are located.

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