Common use of Binding Effect; Assignability; Multiple Note Purchasers Clause in Contracts

Binding Effect; Assignability; Multiple Note Purchasers. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Agent, the Note Purchaser, the Trustee, the Bank, the Collateral Custodian and their respective successors and permitted assigns. The Note Purchaser and its successors and assigns may assign (i) this Agreement and the Note Purchaser’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 any Person; provided that the Note Purchaser and any successor and assign shall only assign its rights and obligations hereunder to an Affiliate of Xxxxx Fargo and that such assignee executes and delivers to the Servicer, the Borrower and the Agent a fully-executed Transferee Letter substantially in the form of Exhibit O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. None of the Borrower, the Equityholder, the Transferor or the Servicer may assign any of its rights and obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of the Note Purchaser and the Agent. (b) Whenever the term “Note Purchaser” is used herein, it shall mean Xxxxx Fargo and/or each of its assignees; provided that prior to the last day of the Reinvestment Period, each such party shall have a pro rata share of the rights and obligations of the Note Purchaser hereunder in such percentage amount as shall be obtained by dividing such party’s commitment to fund Advances hereunder by the total commitment of all parties to fund Advances hereunder; provided, further, that on and after the last day of the Reinvestment Period, each such party shall have a pro rata share of the aggregate Advances Outstanding as shall be obtained by dividing the amount of Advances Outstanding funded by such party by the total amount of Advances Outstanding (in each case, the “Commitment Percentage”). Unless otherwise specified herein, any right at any time of the Note Purchaser to enforce any remedy, or instruct the Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Agent only upon direction by the Required Note Purchasers at such time.

Binding Effect; Assignability; Multiple Note Purchasers. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Agent, the Note Purchaser, the Trustee, the Bank, the Collateral Custodian and their respective successors and permitted assigns. The Note Purchaser and its successors and assigns may assign (i) this Agreement and the Note Purchaser’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 any Person; provided that the Note Purchaser and any successor and assign shall only assign its rights and obligations hereunder to an Affiliate of Xxxxx Fargo Wachovia and that such assignee executes and delivers to the Servicer, the Borrower and the Agent a fully-executed Transferee Letter substantially in the form of Exhibit O hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. None of the Borrower, the Equityholder, the Transferor or the Servicer may assign any of its rights and obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of the Note Purchaser and the Agent. (b) Whenever the term “Note Purchaser” is used herein, it shall mean Xxxxx Fargo Wachovia and/or each of its assignees; provided that prior to the last day of the Reinvestment Period, each such party shall have a pro rata share of the rights and obligations of the Note Purchaser hereunder in such percentage amount (the “Commitment Percentage”) as shall be obtained by dividing such party’s commitment to fund Advances hereunder by the total commitment of all parties to fund Advances hereunder; provided, further, that on and after the last day of the Reinvestment Period, each such party shall have a pro rata share of the aggregate Advances Outstanding as shall be obtained by dividing the amount of Advances Outstanding funded by such party by the total amount of Advances Outstanding (in each case, the “Commitment Percentage”). Unless otherwise specified herein, any right at any time of the Note Purchaser to enforce any remedy, or instruct the Agent to take (or refrain from taking) any action hereunder, shall be exercised by the Agent only upon direction by the Required Note Purchasers at such time.