Common use of Binding Effect; Assignability; Multiple Lenders Clause in Contracts

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 assignment. None of the Borrower, the Servicer or the Backup Servicer or any other successor Servicer may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lenders; provided that the Borrower shall be permitted, on not less than 10 Business Days’ prior written notice to the other parties hereto and with the prior written consent of the Lenders, to be provided in the sole discretion of the Lenders, to assign all of its rights and obligations hereunder to, and simultaneously with the transfer of all Pledged Assets to, a Permitted Transferee which shall have assumed in a writing satisfactory to the Lenders all such rights and obligations and acquired all such Pledged Assets. The parties to each assignment or participation made pursuant to this Section 9.04 shall execute and deliver to the applicable Lender, 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 (i) the parties to such Assignment and Acceptance and (ii) prior to an Event of Default, 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. Each Lender shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. Each 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 such Lender by or on behalf of the Borrower or the Servicer; provided, however, that such 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 such Lender, the Borrower, the Servicer and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available, and may disclose information relevant to the tax treatment and tax structure of the transactions contemplated by this Agreement.

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, AFI 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 assignment. None of the Borrower, the Servicer or the Backup Servicer or any other successor Servicer may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lenders; provided that the Borrower shall be permitted, on not less than 10 Business Days’ prior written notice to the other parties hereto and with the prior written consent of the Lenders, to be provided in the sole discretion of the Lenders, to assign all of its rights and obligations hereunder to, and simultaneously with the transfer of all Pledged Assets to, a Permitted Transferee which shall have assumed in a writing satisfactory to the Lenders all such rights and obligations and acquired all such Pledged Assets. The parties to each assignment or participation made pursuant to this Section 9.04 shall execute and deliver to the applicable Lender, 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 (i) the parties to such Assignment and Acceptance and (ii) prior to an Event of Default, 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. Each Lender shall notify the Borrower of any assignment or participation thereof made pursuant to this Section 9.04. Each 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 such Lender by or on behalf of the Borrower or the Servicer; provided, however, that such 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 such Lender, the Borrower, the Servicer and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available, and may disclose information relevant to the tax treatment and tax structure of the transactions contemplated by this Agreement.