Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 2019-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 2 contracts
Samples: Note Purchase Agreement (Jack in the Box Inc /New/), Note Purchase Agreement (Wendy's Co)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192020-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 2 contracts
Samples: Note Purchase Agreement (Vale Merger Sub, Inc.), Note Purchase Agreement (Wingstop Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192021-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 2 contracts
Samples: Note Purchase Agreement (Dominos Pizza Inc), Note Purchase Agreement (Dominos Pizza Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192015-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 2019-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerIssuer Co-Issuers, the ManagerManagerManagers, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer IssuerCo-Issuers nor the Manager ManagerManagers may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwiseotherwise other than in connection with a merger between Securitization Entities permitted by the Transaction Documents) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its itstheir rights (but none of its itstheir duties or liabilities) to the Trustee under the Base Indenture and the Series 2019-1 3 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Driven Brands Holdings Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Guarantors, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer nor Issuer, the Guarantors or the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192018-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192017-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written 84 consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192021-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Wendy's Co)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192020-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Wendy's Co)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192018-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo- Issuers, the Property Manager, the Lender PartiesParent, the Investors, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer nor Co-Issuers, the Property Manager or the Parent may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without ), except as expressly permitted under the Transaction Documents or with the prior written consent of each Lender Party Investor (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Indenture Trustee under the Base Indenture and the Series 20192018-1 Supplement; and provided, further that none of the Lender Parties Investors may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, 6.04 or Section 9.17 and or this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.44 DMSLIBRARY01\32647597
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerBorrower, the Manager, the Lender Parties, the Advance Funding AgentsProviders, the Administrative Agent and their respective successors and assignsassigns and the Control Party shall be a third party beneficiary of this Agreement; provided, however, that neither none of the Master Issuer Borrower nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor)Advance Funding Provider; provided, further, provided further that nothing herein shall prevent the Master Issuer Borrower from assigning its rights (but none of its duties or liabilities) to the Trustee for the benefit of the Secured Parties under the Base Indenture and the Series 2019-1 SupplementIndenture; and provided, further that none of the Lender Parties Advance Funding Providers may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16Agreement.
Appears in 1 contract
Samples: Advance Funding Agreement (European Wax Center, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the each Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192017-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192018-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192022-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (European Wax Center, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192014-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the ManagerMaster Servicer, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither any of the Co-Issuers nor the Master Issuer nor the Manager Servicer may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor)Party; provided, further, provided that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192007-1 Supplement; and provided, provided further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the ManagerManagers, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager Managers may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwiseotherwise other than in connection with a merger between Securitization Entities permitted by the Transaction Documents) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192024-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Driven Brands Holdings Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192012-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent (1) the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192012-1 SupplementSupplement or (2) the Manager from assigning its rights and obligations hereunder to a Sucessor Manager; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192021-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Wendy's Co)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192015-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerZVF, the ManagerAdministrator, the Lender PartiesCommitted Note Purchasers, the Funding AgentsConduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer ZVF nor the Manager Administrator may assign or transfer its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Committed Note Purchaser and each Conduit Investor); provided, further, that nothing herein shall prevent the Master Issuer ZVF from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192011-1 SupplementSupplement and to the Collateral Agent under the Collateral Agency Agreement; and provided, further further, that none of the Lender Parties Conduit Investors or the Committed Note Purchasers may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.036.03(g), Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (Zipcar Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192022-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwiseotherwise other than in connection with a merger between Securitization Entities permitted by the Transaction Documents) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 2019-1 3 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Driven Brands Holdings Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192018-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Wendy's Co)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 2019-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwiseotherwise other than in connection with a merger between Securitization Entities permitted by the Related Documents) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Trustee under the Base Indenture and the Series 20192022-1 Supplement; and provided, further further, that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Guarantors, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer nor Issuer, the Guarantors or the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise; and including, without limitation, to any Additional Securitization Entity) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192022-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192022-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender PartiesInvestors, the Funding Agents, the Series 2023-2 Class A-1 Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party Investor (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Indenture Trustee under the Base Indenture and the Series 20192023-1 2 Supplement; and provided, further further, that none of the Lender Parties Investors may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Frontier Communications Parent, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the ManagerServicer, the Lender Parties, the Funding Agents, the Class A-1 Administrative Agent and their respective successors and assigns; provided, however, that neither any of the Master Issuer Co-Issuers nor the Manager Servicer may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor)Party; provided, further, provided that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its their rights (but none of its their duties or liabilities) to the Indenture Trustee under the Base Indenture and the Series 20192007-1 Supplement; and provided, provided further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Ihop Corp)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the ManagerServicer, the Lender PartiesCommitted Note Purchasers, the Funding AgentsConduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer Co-Issuers nor the Manager Servicer may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Committed Note Purchaser and each Conduit Investor); provided, further, that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Indenture Trustee under the Base Indenture and the Series 20192007-1 2 Series Supplement; and provided, further further, that none of the Lender Parties Conduit Investors or the Committed Note Purchasers may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.036.03(g), Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (Ihop Corp)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192016-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent 56 of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192017-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master IssuerCo-Issuers, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither none of the Master Issuer Co-Issuers nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, provided further that nothing herein shall prevent the Master Issuer Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 2019-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20192015-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
Appears in 1 contract
Samples: Note Purchase Agreement (Wendy's Co)