Restrictions on Assignments by the Borrower and the Servicer. Except as specifically provided herein, neither the Borrower nor the Servicer may assign any of their respective rights or obligations hereunder or any interest herein without the prior written consent of the Facility Agent and the Required Lenders in their respective sole discretion and any attempted assignment in violation of this Section 15.1 shall be null and void.
Restrictions on Assignments by the Borrower and the Servicer. Except as specifically provided herein, neither the Borrower nor the Servicer may assign any of their respective rights or obligations hereunder or any interest herein without the prior written consent of the Facility Agent and the Required Lenders in their respective sole discretion and any attempted assignment in violation of this Section 15.1 shall be null and void; provided that the Borrower and/or Servicer gives the Collateral Agent prior written notice sufficient to enable the Collateral Agent to complete its verification process that it may legally transact business with the proposed assignee pursuant to the limitations and requirements of Section 11.12 hereof and the requirements and limitations of Collateral Agent’s “know your customer” rules that may be in effect from time to time.
Restrictions on Assignments by the Borrower and the Servicer. Except as specifically provided herein, neither the Borrower nor the Servicer may assign any of their respective rights or obligations hereunder or any interest herein without the prior written consent of the Facility Agent and the Required Lenders in their respective sole discretion and any attempted assignment in violation of this Section 15.1 shall be null and void. Notwithstanding the foregoing, the Servicer may assign any of its rights or obligations under this Agreement (A) without the consent of any other Person, but with prior written notice to the Facility Agent and the Collateral Agent, to an Affiliate provided that such Affiliate (i) is directly or indirectly wholly owned by, and under the voting control of, AllianceBernstein, L.P., (ii) is duly qualified, (iii) has the ability to professionally and competently perform duties similar to those imposed upon the Servicer pursuant to this Agreement and the other Transaction Documents, (iv) has the legal right and capacity to act as Servicer under this Agreement and the other Transaction Documents, (v) shall not cause the Borrower or the pool of Collateral to become required to register under the provisions of the 1940 Act, and (vi) immediately after the assignment, employs or otherwise has the benefit of the services of substantially the same personnel performing the duties required under this Agreement who would have performed the duties had the assignment not occurred and (B) in connection with a change of control transaction that is deemed to be an assignment within the meaning of Section 202(a)(1) of the Investment Advisers Act; provided that the Servicer obtains consent thereto in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Investment Advisers Act. In connection with any such permitted assignment, the Servicer shall deliver to the Facility Agent an assignment and assumption agreement in form and substance reasonably satisfactory to the Facility Agent pursuant to which the assignee agrees to assume and perform the duties of the Servicer under this Agreement, and the Servicer shall promptly execute and deliver all further instruments and documents, and take all further action, that the Facility Agent may reasonably request, in order to perfect, protect or more fully evidence the assignee’s assumption of such obligations, and to enable the Facility Agent to exercise or enforce the terms of this Agreement against such assignee.
