Binding Effect; Assignability; Multiple Lenders Sample Clauses
The 'Binding Effect; Assignability; Multiple Lenders' clause establishes that the agreement is legally binding on all parties and their successors, and addresses the rights to transfer or assign interests under the contract. It typically specifies whether parties can assign their rights or obligations to others, and outlines procedures or restrictions for such assignments, especially in situations involving multiple lenders or participants. This clause ensures continuity and clarity in the enforcement of the agreement, prevents unauthorized transfers, and manages the complexities that arise when multiple lenders are involved.
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 and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign, syndicate, 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 any Person other than the Borrower or an Affiliate thereof; provided that (x) so long as no Event of Default has occurred, unless the Borrower shall otherwise consent, a Lender may only assign, syndicate, grant a security interest or sell a participation in, its rights and obligations hereunder to an Affiliate and (y) after an Event of Default has occurred, a Lender may assign its rights and obligations hereunder to any Person without restriction. Any such assignee shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed assignment and acceptance substantially in the form of Exhibit M hereto (an “Assignment and Acceptance”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and the Lender record in its books and records, such agreement or document as may be satisfactory to such parties. To the fullest extent effective under Applicable Law (including Section 9-408 of the UCC), none of the Borrower, the Transferor, the Parent or the Servicer may assign, or permit any Lien (other than Permitted Liens) 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.
(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 to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of it...
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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...
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.
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 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. None of the Borrower, the Servicer or the Backup Servicer may assign any of its rights and obligations hereunder or any interest herein without the 138
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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇▇ 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 AmericasActive:18709990.5
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...
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
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...