Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(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. (a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement. (b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Note, this Agreement and the Related Documents to any Person with the prior written consent of HVF, such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 3 contracts
Sources: Series 2009 1 Note Purchase Agreement (Cinelease, LLC), Note Purchase Agreement (Hertz Global Holdings Inc), Note Purchase Agreement (Hertz Global Holdings Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092021-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092021-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092021-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092021-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092021-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092021-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092021-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092021-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 2 contracts
Sources: Class a 1 Note Purchase Agreement (Dominos Pizza Inc), Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Borrower, the AdministratorPurchaser, the Committed Note PurchasersSeller, the Conduit InvestorsServicer, CPS, the Administrative Agent Class A Lenders, the Class B Lenders and their respective successors and assigns; provided, however, that neither HVF nor that, except as otherwise provided in Section 4.17 of the Administrator Sale and Servicing Agreement, none of the Borrower, the Purchaser, the Seller, the Servicer or CPS 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(g), Section 9.17 and this Section 9.03Administrative Agent. 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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without With the prior written consent of HVFthe Administrative Agent, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor Lender may at any time grant a security interest in and lien on, Lien on all or any portion of its interests under this Agreement, its Series 2009-1 Note the Class A Loans or the Class B Loans, as applicable, and all Related Loan Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an a surety bond or financial guaranty insurance policy for the benefit of such Conduit Investor relating Lender. A Lender may (i) sell to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (iv) any other Person who, at any time now or Participants participating interests in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Note, this Agreement and the Related Documents other Loan Documents, its agreement to make Loans or any Person other interest of such Lender hereunder or thereunder in accordance with Section 9.03(d) at any time with the prior written consent of HVFthe Administrative Agent, and (ii) assign its Commitment or all or a portion of its interest under the Class A Loans or the Class B Loans, as applicable, this Agreement and the Loan Documents to (w) any Affiliate of such Lender at any time, (x) to any other Person at any time with the prior written consent of the Administrative Agent; provided that as a condition precedent to any such assignment, the assignee of such Lender shall execute an agreement pursuant to which it agrees to assume and perform all of the obligations of such Lender under the Loan Documents. In connection with any such assignment, such consent not Lender shall have the right, in its sole discretion, but at no cost to be unreasonably withheldCPS or the Borrower, to credit tranche the Loans. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser a Lender may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note the Class A Loans or the Class B Loans, as applicable, and the Related Loan Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System System.
(c) If, on or after the date of this Agreement, a Lender reasonably determines that the adoption of any applicable law, rule or regulation, or any similar foreign entitychange in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive issued on or after the date of this Agreement (whether or not having the force of law) of any such authority, central bank or comparable agency, has made or would be likely to make it unlawful for such Lender to purchase the Class A Loans or Class B Loans, as applicable, hold the Class A Loans or Class B Loans, as applicable, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and those contemplated to be performed by it pursuant to the Loan Documents to which such Lender is a party, then (i) such Lender shall so notify the Borrower and the Administrative Agent; (ii) the obligation of such Lender to purchase the Class A Loans or the Class B Loans, as applicable, from time to time as contemplated hereunder shall be suspended; and (iii) such Lender may assign its rights and obligations hereunder and under the Loan Documents, the Class A Loans or the Class B Loans, as applicable, and its interests therein pursuant to and in compliance with Section 9.03(b); provided that the Funding Termination Date shall occur if the Borrower or the Servicer fails to accept the proposed assignee chosen by such Lender (but only if such proposed assignee has been consented to by the Administrative Agent).
(d) A Lender, may, at its sole cost and expense and in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement and the other Loan Documents, its agreement to purchase Class A Loans or Class B Loans, as applicable, or any other interest of such Lender hereunder or thereunder. In connection with any such Participation, such Lender shall have the right, in its sole discretion, but at no cost to CPS or the Borrower, to credit tranche the Class A Loans or the Class B Loans, as applicable. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to CPS and the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and CPS and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. CPS and the Borrower each hereby agree that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement and the other Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and the other Loan Documents; provided, that such Participant shall only be entitled to such right of set off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with such Lender the proceeds thereof. CPS and the Borrower also each hereby agree that each Participant shall be entitled to the benefits of Sections 3.03, 3.04, 3.05 and 9.05 with respect to its participation in the Loans outstanding from time to time (subject to the requirements and limitations therein, including the requirements under Section 3.05 (it being understood that the documentation required under Section 3.05 shall be delivered by the Participant to the participating Lender)); provided, that such Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than such Lender would have been entitled to receive had no such transfer occurred.
(e) A Lender may furnish any information concerning CPS and the Borrower or any of their respective Affiliates and Subsidiaries in the possession of such Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying the Administrative Agent, CPS and the Borrower in writing and securing signed confidentiality statements (a form of which is reasonably acceptable to the Administrative Agent, CPS and the Borrower) and only for the sole purpose of evaluating assignments or participations and for no other purpose.
(f) CPS and the Borrower agree to cooperate with a Lender in connection with any such assignment and/or participation (including in connection with any securitization), and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Loan Documents in order to give effect to such assignment and/or participation (including in connection with any securitization). CPS and the Borrower further agree to furnish to any Participant identified by a Lender to CPS and the Borrower copies of all reports and certificates to be delivered by CPS and the Borrower to the Lenders hereunder, as and when delivered to the Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Consumer Portfolio Services Inc), Credit Agreement (Consumer Portfolio Services Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note Purchasers, the Conduit Investors, the Funding Agents, the Series 2021-1 Class A-1 Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Investor (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Indenture Trustee under the Base Indenture and the Series 20092021-1 Supplement; and provided, further, further that none of the 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 6.03(g), 6.03 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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2021-1 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Documents to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Co-Issuers, the Series 2021-1 Class A-1 Administrative Agent and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided that such participant shall not be entitled to receive any greater payment under Section 3.05, 3.07 or 3.08, with respect to any participation, than its participating Investor would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from Change in Law that occurs after the participant acquired the applicable participation so long as such Change in Law would apply equally to such participating Investor. Each Investor that sells a participating interest shall, acting solely for this purpose as a nonfiduciary agent of the Co-Issuers, maintain a register on which it enters the name and address of each related participant and the applicable portions of the Series 2021-1 Class A-1 Outstanding Principal Amount (and stated interest) relating to such participant, provided that no Investor shall have any obligation to disclose all or any portion of such register to any Person except to the extent that such disclosure is necessary to establish that the relevant Series 2021-1 Class A-1 Notes are in registered form under Treasury Regulation Section 5f.103-1(c) and Proposed Treasury Regulation Section 1.163-5(b) (or any successor version).
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092021-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(d), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092021-1 Class A-1 Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092021-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092021-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092021-1 Class A-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092021-1 Class A-1 Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092021-1 Class A-1 Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 2 contracts
Sources: Class a 1 Note Purchase Agreement (DigitalBridge Group, Inc.), Note Purchase Agreement (DigitalBridge Group, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092021-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092021-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092021-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092021-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092021-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092021-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092021-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092021-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 2 contracts
Sources: Class a 1 Note Purchase Agreement (Wendy's Co), Class a 1 Note Purchase Agreement (Wendy's Co)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092019-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092019-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092019-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092019-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092019-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092019-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 2 contracts
Sources: Note Purchase Agreement (Jack in the Box Inc /New/), Class a 1 Note Purchase Agreement (Wendy's Co)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorManager, the Committed Note Purchasers, the Conduit Investors, the Funding Agents, the Series 2023-2 Class A-1 Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Investor (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Issuer from assigning its rights (but none of its duties or liabilities) to the Indenture Trustee under the Base Indenture and the Series 20092023-1 2 Supplement; and provided, further, that none of the 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 6.03(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2023-2 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Documents to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Issuer, the Series 2023-2 Class A-1 Administrative Agent and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided that such participant shall not be entitled to receive any greater payment under Section 3.05, 3.07 or 3.08, with respect to any participation, than its participating Investor would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from Change in Law that occurs after the participant acquired the applicable participation. Each Investor that sells a participating interest shall, acting solely for this purpose as a nonfiduciary agent of the Issuer, maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters the name and address of each related participant and the applicable portions of the Series 2023-2 Class A-1 Outstanding Principal Amount (and stated interest) relating to such participant (the “Series 2023-2 Class A-1 Notes Participant Register”), provided that no Investor shall have any obligation to disclose all or any portion of such register to any Person except to the extent that such disclosure is necessary to establish that the relevant Series 2023-2 Class A-1 Notes are in registered form under U.S. Treasury regulations Section 5f.103-1(c) and proposed U.S. Treasury regulations Section 1.163-5(b) (or any successor version). The entries in the Series 2023-2 Class A-1 Notes Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Series 2023-2 Class A-1 Notes Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Series 2023-2 Class A-1 Administrative Agent (in its capacity as Series 2023-2 Class A-1 Administrative Agent) shall have no responsibility for maintaining a Series 2023-2 Class A-1 Notes Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092023-1 2 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(d), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092023-1 2 Class A-1 Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092023-1 2 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092023-1 Notes or 2 Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092023-1 2 Class A-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092023-1 2 Class A-1 Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092023-1 2 Class A-1 Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: 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, HVFthe Issuer, the AdministratorPurchaser, the Committed Note PurchasersSeller, the Conduit InvestorsServicer, the Administrative Agent Class A Note Purchaser and their respective successors and assigns; providedPROVIDED, howeverHOWEVER, that neither HVF nor that, except as otherwise provided in Section 4.17 of the Administrator Sale and Servicing Agreement, none of the Issuer, the Purchaser, the Seller or the Servicer 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 Committed the Class A Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(g), Section 9.17 and this Section 9.03Purchaser. 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.
(ab) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed The Class A Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, Lien on all or any portion of its interests under this Agreement, its Series 2009-1 Note the Class A Notes and all Related Basic Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an a surety bond or financial guaranty insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any benefit of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Class A Note Purchaser. Each Committed The Class A Note Purchaser may assign its Commitment, the Class A Commitment or all or any portion of its interest under its Series 2009-1 Notethe Class A Notes, this Agreement and the Related Basic Documents to (i) any Affiliate of the Class A Note Purchaser at any time, (ii) to any other Person at any time that a Default has occurred and is continuing and (iii) at any other time with the prior written consent of HVFthe Issuer; provided that as a condition precedent to any such assignment, the assignee of the Class A Note Purchaser shall execute an agreement pursuant to which it agrees to assume and perform all of the obligations of the Class A Note Purchaser under the Basic Documents. Notwithstanding the foregoing, it is understood and agreed by the Issuer that the Class A Notes may be sold, transferred or pledged without the consent of the Issuer and without the execution of any such consent not to be unreasonably withheldassumption agreement in compliance with, and as provided for under, SECTION 5.03(G). Notwithstanding any other provisions set forth in this Agreement, each Committed the Class A Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note the Class A Notes and the Related Basic Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System System.
(c) If, on or after the date of this Agreement, the Class A Note Purchaser reasonably determines that the adoption of any applicable law, rule or regulation, or any similar foreign entitychange in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Class A Note Purchaser with any request or directive issued on or after the date of this Agreement (whether or not having the force of law) of any such authority, central bank or comparable agency, has made or would be likely to make it unlawful for the Class A Note Purchaser to purchase the Class A Advances, hold the Class A Notes or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and those contemplated to be performed by it pursuant to the Basic Documents to which the Class A Note Purchaser is a party, then (i) the Class A Note Purchaser shall so notify the Issuer; (ii) the obligation of the Class A Note Purchaser to purchase the Class A Advances from time to time as contemplated hereunder shall be suspended; and (iii) the Class A Note Purchaser may assign its rights and obligations hereunder and under the Basic Documents, the Class A Notes and its interests therein pursuant to and in compliance with Section 8.03(b); provided that a Class A Funding Termination Event shall occur if the Issuer or the Servicer fails to accept the proposed assignee chosen by the Class A Note Purchaser.
Appears in 1 contract
Sources: Note Purchase Agreement (Consumer Portfolio Services Inc)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 20092005-1 3 Supplement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor orInvestor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group Group, may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), on such Conduit Investor’s or’s, or if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s ’s, interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be)Provider, with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 2009-1 Class A-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 Class A-1 Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Class A-1 Commercial Paper or the Series 2009-1 Class A-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Class A-1 Commercial Paper or the Series 2009-1 Class A-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Class A-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Class A-1 Note, this Agreement and the Related Documents to any Person with the prior written consent of HVFHVF and the Administrative Agent, in each case such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Class A-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co- Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager may assign or transfer its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise, and other than in connection with a merger between Securitization Entities permitted by the Related Documents) without the prior written consent of each Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092025-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092025-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092025-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092025-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092025-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092025-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092025-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092025-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVFZVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF ZVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF ZVF from assigning its rights to the Trustee under the Base Indenture and the Series 20092011-1 SupplementSupplement and to the Collateral Agent under the Collateral Agency Agreement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no and each Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Conduit Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Conduit Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related or such Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Conduit Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVFZVF, transfer and assign all or a portion of its rights in the Series 20092011-1 Notes (and its rights hereunder and under the Related Documents) to its related Conduit Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092011-1 Note and all Related Documents to (i) its related Conduit Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 NotesProvider, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 20092011-1 Commercial Paper or the Series 20092011-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 20092011-1 Note to its related Conduit Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092011-1 Note, this Agreement and the Related Documents to any Person with the prior written consent of HVFZVF, such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092011-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Note Purchase Agreement (Zipcar Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe ▇▇▇▇ Parties, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent Purchaser and their respective successors and permitted assigns; provided, however, that neither HVF nor none of the Administrator ▇▇▇▇ Parties may assign or transfer its their 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 Committed the Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(g), Section 9.17 and this Section 9.03Purchaser. 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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed . The Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, on all or any portion of its interests under this Agreement, its Series 2009-1 the Note and all Related Basic Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an a credit default swap, a surety bond or any insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notespolicy, (iv) including any other Person whofinancial guaranty insurance policy, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any benefit of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Note Purchaser. Each Committed The Note Purchaser may assign its Commitment, Commitment or all or any portion of its interest under its Series 2009-1 the Note, this Agreement and the Related Basic Documents to any Person with the prior written consent of HVF, such consent the Issuer which shall not to be unreasonably withheldwithheld or delayed, provided, however, no consent shall be required for the Note Purchaser desires to sell or assign its interest in the Note or any of its rights or obligations hereunder to an Affiliate of the Note Purchaser or to any Accredited Investor (which is not primarily engaged in the business of manufacturing and selling agricultural or construction equipment), provided further however, that at any time that a Funding Termination Event, Servicer Termination Event or Event of Default has occurred and is continuing, no consent from any ▇▇▇▇ Party shall be required prior to any transfer by the Note Purchaser of its interest in the Note or any of its rights or obligations hereunder. Notwithstanding the foregoing, it is understood and agreed by the Issuer that the Note may be sold, transferred or pledged without the consent of the Issuer in compliance with, and as provided for under, Section 5.03(h). Notwithstanding any other provisions set forth in this Agreement, each Committed the Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 the Note and the Related Basic Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System System.
(b) If, on or after the date of this Agreement, the Note Purchaser reasonably determines that the adoption of any applicable law, rule or regulation, or any similar foreign entitychange in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Note Purchaser with any request or directive issued on or after the date of this Agreement (whether or not having the force of law) of any such authority, central bank or comparable agency, has made or would be likely to make it unlawful for the Note Purchaser to make or maintain the Advances, hold the Note or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and those contemplated to be performed by it pursuant to the Basic Documents to which the Note Purchaser is a party, then (i) the Note Purchaser shall so notify the Issuer; (ii) the obligation of the Note Purchaser to make Advances from time to time as contemplated hereunder shall be suspended; and (iii) the Note Purchaser may assign its rights and obligations hereunder and under the Basic Documents, the Note and its interests therein to any Person.
Appears in 1 contract
Sources: Note Purchase Agreement (Gehl Co)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that that, neither HVF nor the 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 Committed Note Purchaser and each Conduit Investor; providedprovided that, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; providedprovided further that, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Note, this Agreement and the Related Documents to any Person with the prior written consent of HVF, such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Note Purchase Agreement (Hertz Global Holdings Inc)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVFZVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF ZVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF ZVF from assigning its rights to the Trustee under the Base Indenture and the Series 20092010-1 SupplementSupplement and to the Collateral Agent under the Collateral Agency Agreement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no and each Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Conduit Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Conduit Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related or such Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Conduit Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVFZVF, transfer and assign all or a portion of its rights in the Series 2009-1 Class A Notes (and its rights hereunder and under the Related Documents) to its related Conduit Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 Class A Note and all Related Documents to (i) its related Conduit Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 NotesProvider, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Class A Commercial Paper or the Series 2009-1 Class A Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Class A Note to its related Conduit Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Class A Note, this Agreement and the Related Documents to any Person with the prior written consent of HVFZVF, such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Class A Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092018-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2018-1 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Issuer, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092018-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092018-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092018-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092018-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092018-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092018-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092018-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Borrower, the AdministratorManager, the Committed Note Purchasers, the Conduit InvestorsAdvance Funding Providers, 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 HVF none of the Borrower nor the Administrator Manager 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 Committed Note Purchaser and each Conduit InvestorAdvance Funding Provider; provided, provided further that nothing herein shall prevent HVF the 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 Indenture; and the Series 2009-1 Supplement; provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(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.
(ab) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant Each Advance Funding Provider that grants to one or more Program Support Providers (orPersons, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note PurchaserAdvance Funding Provider’s interests in the Advances made hereunder shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of such Program Support Provider Person and the principal amounts (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned and stated interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, of each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights Person’s interest in the Series 2009-1 Notes Advances (and its rights hereunder and under the Related Documents) each, a “Participant Register”); provided that no Advance Funding Provider shall have any obligation to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, disclose all or any portion of its interests under this Agreementthe Participant Register (including the identity of any Person, its Series 2009-1 Note and all Related Documents or any information relating to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or a Person’s interest in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (ivAdvances) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Note, this Agreement and the Related Documents to any Person with except to the prior written consent extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of HVFthe United States Treasury Regulations (and any such successor United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such consent not Advance Funding Provider shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be unreasonably withheldthe contrary. Notwithstanding any other provisions set forth For the avoidance of doubt, the Administrative Agent (in this Agreement, each Committed Note Purchaser its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) Any Advance Funding Provider may at any time create pledge or assign a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note and the Related Documents in favor of any Agreement to secure obligations to a Federal Reserve Bank in accordance with Regulation A Bank; provided that no such pledge or assignment shall release such Advance Funding Provider from any of the Board of Governors of the Federal Reserve System its obligations hereunder or substitute any similar foreign entitysuch pledgee or assignee for such Advance Funding Provider as a party hereto.
Appears in 1 contract
Sources: Advance Funding Agreement (European Wax Center, Inc.)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVFZVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF ZVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF ZVF from assigning its rights to the Trustee under the Base Indenture and the Series 20092010-1 SupplementSupplement and to the Collateral Agent under the Collateral Agency Agreement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no and each Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Conduit Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Conduit Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related or such Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Conduit Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVFZVF, transfer and assign all or a portion of its rights in the Series 20092010-1 Notes (and its rights hereunder and under the Related Documents) to its related Conduit Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092010-1 Note and all Related Documents to (i) its related Conduit Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 NotesProvider, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 20092010-1 Commercial Paper or the Series 20092010-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 20092010-1 Note to its related Conduit Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092010-1 Note, this Agreement and the Related Documents to any Person with the prior written consent of HVFZVF, such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092010-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Note Purchase Agreement (Zipcar Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092015-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092015-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092015-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092015-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092015-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092015-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, Commitment or all or any portion of its interest under its Series 20092015-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092015-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: 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, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092012-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092012-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092012-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092012-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092012-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092012-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092012-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092012-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092025-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and obligations under this Agreement, the Series 2025-1 Class A-1 Advance Notes and the Advances made thereunder and, in connection therewith, any other Transaction Documents to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Co-Issuers, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092025-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092025-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092025-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092025-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092025-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092025-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092025-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092019-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092019-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092019-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092019-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092019-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092019-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092022-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, any Investor may at any time sell participations to any Person (including, for the avoidance of doubt, any Program Support Provider) in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2022-1 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Issuer, the Administrative Agent, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided, however, unless an Event of Default has occurred and is continuing, no participation pursuant to this Section 9.03 shall be made to a VFN Competitor. Each Investor that grants to one or more Persons including, without limitation, a Program Support Provider, a participating interest in such Investor’s interests in the Advances shall, acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of such Person and the principal amounts (and stated interest) of each Person’s interest in the Advances (each, a “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Person, or any information relating to a Person’s interest in the Advances) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations (and any such finalized United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092022-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(b) and (c), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092022-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092022-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092022-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092022-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Issuer nor the Administrator Manager may assign or transfer 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092019-1 3 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2019-3 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Issuer, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided, however, that no participation pursuant to this Section 9.03 shall be made to a Competitor or a Defaulting Investor. Any agreement or instrument pursuant to which an Investor sells such a participation shall provide that such Investor shall retain the sole right to enforce this Agreement and any other Transaction Documents and to approve any amendment, modification or waiver of any provision of this Agreement and any other Transaction Documents. provided that such agreement or instrument may provide that the prior written consent of each affected Participant shall be required in connection with any amendment, modification or waiver that would have an effect comparable to any of those set forth in Section 13.2(a) of the Base Indenture or Section 9.01 hereof that require the consent of each Noteholder or each affected Noteholder.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092019-1 3 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17, its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092019-1 3 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 3 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Notes or 3 Class A-1 Advance Notes; (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092019-1 3 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092019-1 3 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092019-1 3 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 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, HVFthe Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092020-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2020-1 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Issuer, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided, however, that no participation pursuant to this Section 9.03 shall be made to a Competitor.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092020-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092020-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092020-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092020-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092020-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092020-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092020-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Vale Merger Sub, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorServicer, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Class A-1 Administrative Agent and their respective successors and assigns; provided, however, that neither HVF any of the Co-Issuers nor the Administrator Servicer 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 Committed Note Purchaser and each Conduit InvestorLender Party; provided, provided that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Indenture Trustee under the Base Indenture and the Series 20092007-1 Supplement; provided, further, provided further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092007-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(g), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092007-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092007-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092007-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 20092007-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092007-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092007-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092018-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092018-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092018-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092018-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092018-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092018-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092018-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092018-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092020-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, any Investor may at any time sell participations to any Person (including, for the avoidance of doubt, any Program Support Provider) in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2020-1 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Issuer, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided, however, that no participation pursuant to this Section 9.03 shall be made to a Competitor. Each Investor that grants to one or more Persons including, without limitation, a Program Support Provider, a participating interest in such Investor’s interests in the Advances shall, acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of such Person and the principal amounts (and stated interest) of each Person’s interest in the Advances (each, a “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Person, or any information relating to a Person’s interest in the Advances) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations (and any such finalized United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092020-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(b) and (c), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092020-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092020-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092020-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092020-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092020-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092020-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorPurchaser, the Committed Note PurchasersSeller, the Conduit InvestorsServicer, the Administrative Agent Note Purchaser and their respective successors and assigns; providedPROVIDED, howeverHOWEVER, that neither HVF nor that, except as otherwise provided by Section 4.18 of the Administrator Sale and Servicing Agreement, none of the Issuer, the Purchaser, the Seller or the Servicer 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 Committed the Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(g), Section 9.17 and this Section 9.03Purchaser. 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.
(ab) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed The Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, Lien on all or any portion of its interests under this Agreement, its Series 2009-1 Note the Notes and all Related Basic Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an a surety bond or financial guaranty insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any benefit of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Note Purchaser. Each Committed The Note Purchaser may assign its Commitment, Commitment or all or any portion of its interest under its Series 2009-1 Notethe Notes, this Agreement and the Related other Basic Documents to (i) any Affiliate of the Note Purchaser at any time (ii) to any other Person at any time that a Default has occurred and is continuing and (iii) at any other time with the prior written consent of HVFthe Issuer; PROVIDED, such HOWEVER, that any assignment of the Note Purchaser's interest in the Notes shall only require prior written notice to the Issuer. Notwithstanding the foregoing, it is understood and agreed by the Issuer that the Notes may be sold, transferred or pledged without the consent not to be unreasonably withheldof the Issuer in compliance with, and as provided for under, SECTION 5.03(g). Notwithstanding any other provisions set forth in this Agreement, each Committed the Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note the Notes and the Related other Basic Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System System.
(c) If, on or after the date of this Agreement, the Note Purchaser reasonably determines that the adoption of any applicable law, rule or regulation, or any similar foreign entitychange in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Note Purchaser with any request or directive issued on or after the date of this Agreement (whether or not having the force of law) of any such authority, central bank or comparable agency, has made or would be likely to make it unlawful for the Note Purchaser to make or maintain the Advances, hold the Notes or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and those contemplated to be performed by it pursuant to the Basic Documents to which the Note Purchaser is a party, then (i) the Note Purchaser shall so notify the Issuer; (ii) the obligation of the Note Purchaser to make Advances from time to time as contemplated hereunder shall be suspended; and (iii) the Note Purchaser may assign its rights and obligations hereunder and under the Basic Documents, the Notes and its interests therein pursuant to SECTION 8.03(b); provided that a Funding Termination Event shall occur if the Issuer or the Servicer fails to accept the proposed assignee chosen by the Note Purchaser.
Appears in 1 contract
Sources: Note Purchase Agreement (Consumer Portfolio Services Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the each Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092017-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092017-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092017-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092017-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092017-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092017-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092017-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092017-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Jay Merger Sub, Inc.)
Binding on Successors and Assigns.
(a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorManager, the Committed Note Purchasers, the Conduit Investors, the Funding Agents, the Series 2023-2 Class A-1 Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Investor (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Issuer from assigning its rights (but none of its duties or liabilities) to the Indenture Trustee under the Base Indenture and the Series 20092023-1 2 Supplement; and provided, further, that none of the 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 6.03(g)6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall 40 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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.Section 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2023-2 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Documents to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Issuer, the Series 2023-2 Class A-1 Administrative Agent and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided that such participant shall not be entitled to receive any greater payment under Section 3.05, 3.07 or 3.08, with respect to any participation, than its participating Investor would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from Change in Law that occurs after the participant acquired the applicable participation. Each Investor that sells a participating interest shall, acting solely for this purpose as a nonfiduciary agent of the Issuer, maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which it enters the name and address of each related participant and the applicable portions of the Series 2023-2 Class A-1 Outstanding Principal Amount (and stated interest) relating to such participant (the “Series 2023-2 Class A-1 Notes Participant Register”), provided that no Investor shall have any obligation to disclose all or any portion of such register to any Person except to the extent that such disclosure is necessary to establish that the relevant Series 2023-2 Class A-1 Notes are in registered form under U.S. Treasury regulations Section 5f.103-1(c) and proposed U.S. Treasury regulations Section 1.163-5(b) (or any successor version). The entries in the Series 2023-2 Class A-1 Notes Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Series 2023-2 Class A-1 Notes Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Series 2023-2 Class A-1 Administrative Agent (in its capacity as Series 2023-2 Class A-1 Administrative Agent) shall have no responsibility for maintaining a Series 2023-2 Class A-1 Notes Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092023-1 2 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(d), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092023-1 2 Class A-1 Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092023-1 2 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092023-1 Notes or 2 Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092023-1 2 Class A-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092023-1 2 Class A-1 Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092023-1 2 Class A-1 Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity..
Appears in 1 contract
Sources: Class a 1 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, HVFthe Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092016-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092016-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092016-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092016-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092016-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092016-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092016-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092016-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF (1) the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092012-1 SupplementSupplement or (2) the Manager from assigning its rights and obligations hereunder to a Sucessor Manager; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092012-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092012-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092012-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092012-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092012-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092012-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092012-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092020-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092020-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092020-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092020-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092020-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092020-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092020-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092020-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 56 of each Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092017-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. Each Investor that grants to one or more Program Support Providers a participating interest in such Investor’s interests in the Advances shall, acting solely for this purpose as a non-fiduciary agent of the Master Issuer, maintain a register on which it enters the name and address of such Program Support Providers and the principal amounts (and stated interest) of each Program Support Provider’s interest in the Advances (the “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Program Support Provider or any information relating to a Program Support Provider’s interest in the Advances) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or proposed United States Treasury Regulation Section 1.163-5(b) (and any such finalized United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092017-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092017-1 Class A1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its 57 Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092017-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092017-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092017-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, Commitment or all or any portion of its interest under its Series 20092017-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092017-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 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, HVFthe Issuer, the AdministratorPurchaser, the Committed Note PurchasersSeller, the Conduit InvestorsServicer, the Administrative Agent Class A Note Purchaser and their respective successors and assigns; provided, however, that neither HVF nor none of the Administrator Issuer, the Purchaser, the Seller or the Servicer 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 Committed the Class A Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(g), Section 9.17 and this Section 9.03Purchaser. 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.
(ab) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed The Class A Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, Lien on all or any portion of its interests under this Agreement, its Series 2009-1 Note the Class A Notes and all Related Basic Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an a surety bond or financial guaranty insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any benefit of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Class A Note Purchaser. Each Committed The Class A Note Purchaser may assign its Commitment, the Class A Commitment or all or any portion of its interest under its Series 2009-1 Notethe Class A Notes, this Agreement and the Related Basic Documents to (i) any Affiliate of the Class A Note Purchaser at any time, (ii) to any other Person at any time that a Default has occurred and is continuing and (iii) at any other time with the prior written consent of HVFthe Issuer; provided that as a condition precedent to any such assignment, the assignee of the Class A Note Purchaser shall execute an agreement pursuant to which it agrees to assume and perform all of the obligations of the Class A Note Purchaser under the Basic Documents. Notwithstanding the foregoing, it is understood and agreed by the Issuer that the Class A Notes may be sold, transferred or pledged without the consent of the Issuer and without the execution of any such consent not to be unreasonably withheldassumption agreement in compliance with, and as provided for under, Section 5.03(g). Notwithstanding any other provisions set forth in this Agreement, each Committed the Class A Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note the Class A Notes and the Related Basic Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System System.
(c) If, on or after the date of this Agreement, the Class A Note Purchaser reasonably determines that the adoption of any applicable law, rule or regulation, or any similar foreign entitychange in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Class A Note Purchaser with any request or directive issued on or after the date of this Agreement (whether or not having the force of law) of any such authority, central bank or comparable agency, has made or would be likely to make it unlawful for the Class A Note Purchaser to purchase the Class A Advances, hold the Class A Notes or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and those contemplated to be performed by it pursuant to the Basic Documents to which the Class A Note Purchaser is a party, then (i) the Class A Note Purchaser shall so notify the Issuer; (ii) the obligation of the Class A Note Purchaser to purchase the Class A Advances from time to time as contemplated hereunder shall be suspended; and (iii) the Class A Note Purchaser may assign its rights and obligations hereunder and under the Basic Documents, the Class A Notes and its interests therein pursuant to and in compliance with Section 8.03(b); provided that a Class A Funding Termination Event shall occur if the Issuer or the Servicer fails to accept the proposed assignee chosen by the Class A Note Purchaser.
Appears in 1 contract
Sources: Note Purchase Agreement (Consumer Portfolio Services Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092022-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and obligations under this Agreement, the Series 2022-1 Class A-1 Advance Notes and the Advances made thereunder and, in connection therewith, any other Transaction Documents to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Co-Issuers, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092022-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092022-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092022-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092022-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092022-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092015-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092015-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092015-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092015-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092015-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092015-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092015-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092015-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManagers, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Managers may assign or transfer 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092024-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. Each Investor that grants to one or more Persons, including, without limitation, a Program Support Providers or Conduit Investor a participating interest in such Investor’s interests in the Advances shall, acting solely for this purpose as a non-fiduciary agent of the Co-Issuers, maintain a register on which it enters the name and address of such Person and the principal amounts (and stated interest) of each Person’s interest in the Advances (the “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Person, or any information relating to a Person’s interest in the Advances) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations (and any such successor United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2024-1 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Co-Issuers, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided, however, that no participation pursuant to this Section 9.03 shall be made to a Competitor or a Defaulting Investor. Any agreement or instrument pursuant to which an Investor sells such a participation shall provide that such Investor shall retain the sole right to enforce this Agreement and any other Transaction Documents and to approve any amendment, modification or waiver of any provision of this Agreement and any other Transaction Documents; provided that such agreement or instrument may provide that the prior written consent of each affected Participant shall be required in connection with any amendment, modification or waiver that would have an effect comparable to any of those set forth in Section 13.2(a) of the Base Indenture or Section 9.01 hereof that require the consent of each Noteholder or each affected Noteholder.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092024-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17, its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092024-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092024-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092024-1 Notes or Class A-1 Advance Notes; (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092024-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092024-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092024-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: 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, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092019-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2019-1 Class A-1 Advance Notes and the Advances made thereunder and, in connection therewith, any other Transaction Documents to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Co-Issuers, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092019-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092019-1 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092019-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092019-1 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092019-1 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer Co-Issuers, the AdministratorManagerManagers, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the IssuerCo-Issuers nor the Administrator ManagerManagers may assign or transfer 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Issuer Co-Issuers from assigning its itstheir rights (but none of itstheir duties or liabilities) to the Trustee under the Base Indenture and the Series 20092019-1 3 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2019-3 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Transaction Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the IssuerCo-Issuers, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided, however, that no participation pursuant to this Section 9.03 shall be made to a Competitor or a Defaulting Investor. Any agreement or instrument pursuant to which an Investor sells such a participation shall provide that such Investor shall retain the sole right to enforce this Agreement and any other Transaction Documents and to approve any amendment, modification or waiver of any provision of this Agreement and any other Transaction Documents. provided that such agreement or instrument may provide that the prior written consent of each affected Participant shall be required in connection with any amendment, modification or waiver that would have an effect comparable to any of those set forth in Section 13.2(a) of the Base Indenture or Section 9.01 hereof that require the consent of each Noteholder or each affected Noteholder.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092019-1 3 Class A-1 Advance Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17, its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092019-1 3 Class A-1 Advance Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 3 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Notes or 3 Class A-1 Advance Notes; (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092019-1 3 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092019-1 3 Class A-1 Advance Note, this Agreement and the Related Transaction Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092019-1 3 Class A-1 Advance Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Driven Brands Holdings Inc.)
Binding on Successors and Assigns. (a) A Holder may assign freely any of its rights or delegate any of its duties under this Agreement without the prior written consent of Katy if such assignee agrees to be bound by the terms and conditions of this Agreement; provided, however, that a Holder may not assign the Basic Put Right or the right to obtain Stock Consideration in connection with the exercise of the Control Put Right to any Person who is not a member of the ▇▇▇▇▇▇ Group without the prior written consent of Katy.
(b) Katy shall not, directly or indirectly, enter into any merger, consolidation or reorganization unless (i) Katy is the ultimate surviving parent corporation or (ii) Katy is not the ultimate surviving parent corporation and the proposed surviving corporation (or the ultimate parent entity, in the case of a triangular merger) shall, prior to such merger, consolidation or reorganization, agree in writing to assume the obligations of Katy hereunder, and for that purpose references hereunder to "Common Stock" shall be deemed to be references to the securities or other property which the Holders would be entitled to receive in exchange for Common Stock under any such merger, consolidation or reorganization if the Holders had exercised the Control Put Right immediately prior to the effective date of such merger, consolidation or reorganization; provided, however, that the provisions of this Section 4.4(b) shall not apply in the event of any merger, consolidation or reorganization in which Katy is not the surviving corporation if all Holders are entitled to receive in exchange for their Registrable Securities consideration consisting solely of (i) cash, (ii) securities of the acquiring corporation which may be sold to the public without registration under the Act within six months after the closing of the merger, consolidation or reorganization, or (iii) securities of the acquiring corporation which the acquiring corporation has agreed to register within 90 days after completion of the transaction for resale to the public pursuant to the Act.
(c) This Agreement shall be binding upon, and inure to the benefit of, HVF, of and be enforceable by and against the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent parties hereto and their respective successors and assigns; provided, however, that neither HVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Note, this Agreement and the Related Documents to any Person with the prior written consent of HVF, such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note and the Related Documents in favor of any Federal Reserve Bank assigns in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entityterms hereof.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager may assign or transfer 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092022-1 Supplement; and provided, further, that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2022-1 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Related Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Co-Issuers, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided, however, that no participation pursuant to this Section 9.03 shall be made to a Competitor or a Defaulting Investor. Any agreement or instrument pursuant to which an Investor sells such a participation shall provide that such Investor shall retain the sole right to enforce this Agreement and any other Related Documents and to approve any amendment, modification or waiver of any provision of this Agreement and any other Related Documents; provided that such agreement or instrument may provide that the prior written consent of each affected Participant shall be required in connection with any amendment, modification or waiver that would have an effect comparable to any of those set forth in Section 13.2(a) of the Base Indenture or Section 9.01 hereof that require the consent of each Noteholder or each affected Noteholder. Each Investor that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury regulations issued thereunder on which is entered the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under the Code or Treasury Regulations, including without limitation Section 5f.103-1(c) of the United States Treasury Regulations, or is otherwise required thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092022-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17, its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092022-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Notes or Class A-1 Advance Notes; (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092022-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092022-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092022-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorServicer, the Committed Note PurchasersPurchaser, Paradigm, the Conduit InvestorsAgent, the Administrative Agent and their respective successors and assigns; providedPROVIDED, howeverHOWEVER, that neither HVF the Issuer nor the Administrator Servicer 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 Paradigm and the Committed Note Purchaser; and PROVIDED, FURTHER, that neither Paradigm nor the Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(gSECTIONS 9.03 (a) and (b), 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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group Paradigm may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s on Paradigm's interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be)Provider, with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, Paradigm under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor Paradigm may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 2009-1 Notes Note (and its rights hereunder and under the Related Basic Documents) to its related the Committed Note Purchaser. Furthermore, each Conduit Investor Paradigm may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 the Note and all Related Basic Documents to (i) its related the Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy a surety bond for such Conduit Investor relating to the Series 2009-1 Commercial Paper Paradigm or the Series 2009-1 Notes, (iviii) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit InvestorsParadigm, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoinga surety bond; providedPROVIDED, howeverHOWEVER, any such security interest or lien shall be released upon assignment of its Series 2009-1 the Note to its related the Committed Note Purchaser. Each The Committed Note Purchaser may assign its Commitment, Commitment or all or any portion of its interest under its Series 2009-1 the Note, this Agreement and the Related Basic Documents to any Person with the prior written consent of HVFthe Issuer. Notwithstanding the foregoing, such it is understood and agreed by the Issuer that the Note may be sold, transferred or pledged without the consent not to be unreasonably withheldof the Issuer in compliance with, and as provided for under, SECTION 6.03(g). Notwithstanding any other provisions set forth in this Agreement, each the Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 the Note and the Related Basic Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entitySystem.
Appears in 1 contract
Sources: Note Purchase Agreement (Consumer Portfolio Services Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092022-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092022-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092022-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092022-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092022-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092022-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Jack in the Box Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Co-Issuers from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092018-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. In addition, any Investor may at any time sell participations to any Person in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2018-1 Class A-1 Advance Notes and the Advances made thereunder and, in connection therewith, any other Related Documents to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Co-Issuers, the Administrative Agent, the Swingline Lender, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092018-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092018-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092018-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092018-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092018-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092018-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092018-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorServicer, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Co-Issuers nor the Administrator Servicer 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF the Co-Issuers from assigning its rights to the Indenture Trustee under the Base Indenture and the Series 20092007-1 2 Series Supplement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor orInvestor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group Group, may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), on such Conduit Investor’s or’s, or if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s ’s, interests in the Series 2007-2 Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be)Provider, with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092007-1 2 Notes (and its rights hereunder and under the Related Transaction Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092007-1 2 Note and all Related Transaction Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Class A Commercial Paper or the Series 20092007-1 2 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Class A Commercial Paper or the Series 20092007-1 2 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 20092007-1 2 Note to its related Committed Note PurchaserPurchaser and if such assignment is an assignment of all such Conduit Investor’s rights in the Series 2007-2 Notes (and all its rights hereunder and under the Transaction Documents), such Conduit Investor, may, by notice to the Co-Issuers and the Administrative Agent, elect to cease to be a party to this Agreement. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092007-1 2 Note, this Agreement and the Related Transaction Documents to any Person with the prior written consent of HVFthe Co-Issuers and the Administrative Agent, in each case such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092007-1 2 Note and the Related Transaction Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Note Purchase Agreement (Ihop Corp)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersGuarantors, the Conduit InvestorsLender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF nor none of the Administrator Master Issuer, the Guarantors or the Manager may assign or transfer 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092022-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. Each Investor that grants to one or more Program Support Providers a participating interest in such Investor’s interests in the Advances shall, acting solely for this purpose as a non-fiduciary agent of the Master Issuer, maintain a register on which it enters the name and address of such Program Support Providers and the principal amounts (and stated interest) of each Program Support Provider’s interest in the Advances (the “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Program Support Provider or any information relating to a Program Support Provider’s interest in the Advances) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or proposed United States Treasury Regulation Section 1.163-5(b) (and any such finalized United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092022-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092022-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092022-1 Class A-1 Advance Note to its related Committed Note Purchaser. Any such grant shall be recorded in the Participant Register. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092022-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, the Swingline Lender, L/C Provider and each Committed Note Purchaser may at any time create a security interest in all or any portion of its respective rights under this Agreement, its Series 20092022-1 Class A-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entityother central bank.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorMaster Servicer, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF any of the Co-Issuers nor the Administrator Master Servicer 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 Committed Note Purchaser and each Conduit InvestorLender Party; provided, provided that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092007-1 Supplement; provided, further, provided further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092007-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092007-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092007-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092007-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 20092007-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092007-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092007-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 20092010-1 2 Supplement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 20092010-1 2 Notes (and its rights hereunder and under the Series 2010-2 Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092010-1 2 Note and all Series 2010-2 Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 20092010-1 2 Commercial Paper or the Series 20092010-1 2 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 20092010-1 2 Commercial Paper or the Series 20092010-1 2 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 20092010-1 2 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092010-1 2 Note, this Agreement and the Series 2010-2 Related Documents to any Person with the prior written consent of HVF, such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092010-1 2 Note and the Series 2010-2 Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Note Purchase Agreement (Hertz Global Holdings Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092022-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, any Investor may at any time sell participations to any Person (including, for the avoidance of doubt, any Program Support Provider) in all or a portion of such Investor’s rights and/or obligations under this Agreement, the Series 2022-1 Class A-1 Notes and the Advances made thereunder and, in connection therewith, any other Related Document to which it is a party, and such participant, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement; provided that (i) such Investor’s obligations under this Agreement shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Master Issuer, the Administrative Agent, the L/C Provider and each other Investor shall continue to deal solely and directly with such Investor in connection with such Investor’s rights and obligations under this Agreement; provided, however, that no participation pursuant to this Section 9.03 shall be made to a Competitor or a Tax-Restricted Affiliate. Each Investor that grants to one or more Persons including, without limitation, a Program Support Provider, a participating interest in such Investor’s interests in the Advances shall, acting solely for this purpose as a non-fiduciary agent of the Master Issuer, maintain a register on which it enters the name and address of such Person and the principal amounts (and stated interest) of each Person’s interest in the Advances (each, a “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Person, or any information relating to a Person’s interest in the Advances) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations (and any such successor United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092022-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(d), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092022-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092022-1 Notes or Class A-1 Advance Notes, (v) any collateral trustee or collateral agent for any of the foregoingforegoing or (vi) a trustee or collateral agent for the benefit of the holders of the commercial paper notes or other senior indebtedness of such Conduit Investor appointed pursuant to such Conduit Investor’s program documents; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092022-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092022-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092022-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
(d) Any Lender Party may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender Party from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender Party as a party hereto.
Appears in 1 contract
Sources: Note Purchase Agreement (European Wax Center, Inc.)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 20092005-1 4 Supplement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor orInvestor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group Group, may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), on such Conduit Investor’s or’s, or if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s ’s, interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be)Provider, with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 2009-1 Class A Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 Class A Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Class A Commercial Paper or the Series 2009-1 Class A Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Class A Commercial Paper or the Series 2009-1 Class A Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Class A Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Class A Note, this Agreement and the Related Documents to any Person with the prior written consent of HVFHVF and the Administrative Agent, in each case such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Class A Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersGuarantors, the Conduit InvestorsLender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF nor none of the Administrator Master Issuer, the Guarantors or the Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092018-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. Each Investor that grants to one or more Program Support Providers a participating interest in such Investor’s interests in the Advances shall, acting solely for this purpose as a non-fiduciary agent of the Master Issuer, maintain a register on which it enters the name and address of such Program Support Providers and the principal amounts (and stated interest) of each Program Support Provider’s interest in the Advances (the “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Program Support Provider or any information relating to a Program Support Provider’s interest in the Advances) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or proposed United States Treasury Regulation Section 1.163-5(b) (and any such finalized United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092018-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092018-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092018-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092018-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092018-1 Class A-1 Advance Note to its related Committed Note Purchaser. Any such grant shall be recorded in the Participant Register. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092018-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, the Swingline Lender, L/C Provider and each Committed Note Purchaser may at any time create a security interest in all or any portion of its respective rights under this Agreement, its Series 20092018-1 Class A-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entityother central bank.
Appears in 1 contract
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 20092005-1 3 Supplement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor orInvestor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group Group, may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), on such Conduit Investor’s or’s, or if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s ’s, interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be)Provider, with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 2009-1 Class A-2 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 Class A-2 Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Class A-2 Commercial Paper or the Series 2009-1 Class A-2 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Class A-2 Commercial Paper or the Series 2009-1 Class A-2 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 2009-1 Class A-2 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2009-1 Class A-2 Note, this Agreement and the Related Documents to any Person with the prior written consent of HVFHVF and the Administrative Agent, in each case such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Class A-2 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, the AdministratorServicer, the Committed Note PurchasersPurchaser, Paradigm, the Conduit InvestorsAgent, the Administrative Agent and their respective successors and assigns; providedPROVIDED, howeverHOWEVER, that neither HVF the Issuer nor the Administrator Servicer 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 Paradigm and the Committed Note Purchaser; and PROVIDED, FURTHER, that neither Paradigm nor the Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(gSECTIONS 9.03 (A) AND (B), 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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group Paradigm may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s on Paradigm's interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be)Provider, with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, Paradigm under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor Paradigm may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 2009-1 Notes Note (and its rights hereunder and under the Related Basic Documents) to its related the Committed Note Purchaser. Furthermore, each Conduit Investor Paradigm may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2009-1 the Note and all Related Basic Documents to (i) its related the Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy a surety bond for such Conduit Investor relating to the Series 2009-1 Commercial Paper Paradigm or the Series 2009-1 Notes, (iviii) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit InvestorsParadigm, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoinga surety bond; providedPROVIDED, howeverHOWEVER, any such security interest or lien shall be released upon assignment of its Series 2009-1 the Note to its related the Committed Note Purchaser. Each The Committed Note Purchaser may assign its Commitment, Commitment or all or any portion of its interest under its Series 2009-1 the Note, this Agreement and the Related Basic Documents to any Person with the prior written consent of HVFthe Issuer. Notwithstanding the foregoing, such it is understood and agreed by the Issuer that the Note may be sold, transferred or pledged without the consent not to be unreasonably withheldof the Issuer in compliance with, and as provided for under, SECTION 6.03(G). Notwithstanding any other provisions set forth in this Agreement, each the Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 the Note and the Related Basic Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entitySystem.
Appears in 1 contract
Sources: Note Purchase Agreement (Consumer Portfolio Services Inc)
Binding on Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, HVF, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF nor the 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 Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 20092008-1 Supplement; provided, further, that none of the 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 6.03(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.
(a) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor orInvestor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group Group, may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), on such Conduit Investor’s or’s, or if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s ’s, interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be)Provider, with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this Agreement.
(b) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 20092008-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092008-1 Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy for such Conduit Investor relating to the Series 20092008-1 Commercial Paper or the Series 20092008-1 Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 20092008-1 Commercial Paper or the Series 20092008-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its Series 20092008-1 Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092008-1 Note, this Agreement and the Related Documents to any Person with the prior written consent of HVF, such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092008-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Note Purchase Agreement (Hertz Global Holdings Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Issuer, CPS, the Administrator, the Committed Note Purchasers, the Conduit Investors, the Administrative Agent Purchasers and their respective successors and assigns; provided, however, that neither HVF the Issuer nor the Administrator CPS may assign or transfer its rights or delegate its obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Committed Note Purchaser and each Conduit Investor; provided, that nothing herein shall prevent HVF from assigning its rights to the Trustee under the Base Indenture and the Series 2009-1 Supplement; provided, further, that none of the 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 6.03(g), Section 9.17 and this Section 9.03other parties. 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.
(ab) Notwithstanding any other provision set forth in this AgreementDuring the Acquisition Period, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser may assign all or any portion of its Notes, its interest herein or rights hereunder, or delegate its obligations hereunder, without the prior written consent of the Issuer. No assignment and delegation by a Note Purchaser of its rights and obligations under this Agreement shall be effective unless and until an Assignment Agreement effecting the assignment or transfer of the related Note and such Note Purchaser’s rights and obligations hereunder (or a portion thereof) shall have been delivered to and accepted by the Issuer and the assignment or transfer of the related Note (or interest therein) otherwise complies with respect to such Investor Group may at the terms of this Agreement and the Indenture. Upon and after the delivery and acceptance by the Issuer of an Assignment Agreement and the conveyance of the related Note (or interest therein) in accordance with this Agreement and the Indenture, (i) the related assignee shall be a party hereto and a “Note Purchaser” for all purposes hereof; (ii) the assigning Note Purchaser shall relinquish a pro rata portion of its rights (other than any time grant to one or more Program Support Providers rights which survive the termination hereof) and be released from a pro rata portion of its obligations hereunder (orand, in the case of a Conduit Investor, to its related Committed an Assignment Agreement covering all or the remaining portion of an assigning Note Purchaser) a participating interest 's rights and obligations hereunder and in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser)Notes, such Conduit Investor’s orNote Purchaser shall cease to be a party hereto; provided, if there is no Conduit Investor with respect anything contained in any of the Basic Documents to any Investor Groupthe contrary notwithstanding, the related Committed such assigning Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect Purchaser shall continue to its participating or assigned interest, shall be entitled to the benefits granted benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such Conduit Investor or Committed assigning Note Purchaser as a Note Purchaser hereunder and a Noteholder under the Basic Documents); and (iii) the Commitment shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Note Purchaser, as applicable, under this Agreement.
(bc) Notwithstanding any other provision set forth in this Agreement, each Conduit Investor may at any time, without the consent of HVF, transfer and assign all or a portion of its rights in the Series 2009-1 Notes (and its rights hereunder and under the Related Documents) to its related Committed Each Note Purchaser. Furthermore, each Conduit Investor Purchaser may at any time grant a security interest in and lien on, Lien on all or any portion of its interests under this Agreement, its Series 2009-1 Note the Notes and all Related Basic Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an a surety bond or financial guaranty insurance policy for the benefit of such Conduit Investor relating Note Purchaser.
(d) If, on or after the date of this Agreement, a Note Purchaser reasonably determines that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Note Purchaser with any request or directive issued on or after the date of this Agreement (whether or not having the force of law) of any such authority, central bank or comparable agency, has made or would be likely to make it unlawful for such Note Purchaser to fund its Initial Stated Percentage Interest of any Draws, hold the Notes or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and those contemplated to be performed by it pursuant to the Series 2009-1 Commercial Paper or Basic Documents to which such Note Purchaser is a party, then (i) such Note Purchaser shall so notify the Series 2009-1 Notes, Issuer; (ivii) the obligation of such Note Purchaser to fund its Initial Stated Percentage Interest of any other Person who, at any Draws from time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 2009-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien time as contemplated hereunder shall be released upon assignment of its Series 2009-1 Note to its related Committed Note Purchaser. Each Committed suspended; and (iii) such Note Purchaser may assign its Commitmentrights and obligations hereunder and under the Basic Documents, the Notes and its interests therein; provided that the Acquisition Period shall terminate if the Issuer or all or any portion of its interest under its Series 2009-1 Note, this Agreement and CPS fails to accept the Related Documents to any Person with the prior written consent of HVF, proposed assignee chosen by such consent not to be unreasonably withheld. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2009-1 Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entityPurchaser.
Appears in 1 contract
Sources: Note Purchase Agreement (Consumer Portfolio Services Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092014-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092014-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092014-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092014-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092014-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092014-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092014-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092014-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (DineEquity, Inc)
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Master Issuer, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF the Master Issuer nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, provided further that nothing herein shall prevent HVF the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 20092019-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement. Each Investor that grants to one or more Program Support Providers a participating interest in such Investor’s interests in the Advances shall, acting solely for this purpose as a non-fiduciary agent of the Master Issuer, maintain a register on which it enters the name and address of such Program Support Providers and the principal amounts (and stated interest) of each Program Support Provider’s interest in the Advances (the “Participant Register”); provided that no Investor shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Program Support Provider or any information relating to a Program Support Provider’s interest in the Advances) to any Person except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or proposed United States Treasury Regulation Section 1.163-5(b) (and any such finalized United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Investor shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092019-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092019-1 Class A1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092019-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092019-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, Commitment or all or any portion of its interest under its Series 20092019-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092019-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Sources: Class a 1 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, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092017-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092017-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092017-1 Class A1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092017-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092017-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092017-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092017-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092017-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract
Binding on Successors and Assigns. (a) This Agreement shall be binding upon, and inure to the benefit of, HVFthe Co-Issuers, the AdministratorManager, the Committed Note PurchasersLender Parties, the Conduit InvestorsFunding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither HVF none of the Co-Issuers nor the Administrator Manager 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 Committed Note Purchaser and each Conduit Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent HVF the Co-Issuers from assigning its their rights (but none of their duties or liabilities) to the Trustee under the Base Indenture and the Series 20092015-1 Supplement; and provided, further, further that none of the Conduit Investors or the Committed Note Purchasers 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(g)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.
(a) Notwithstanding any other provision set forth Agreement except as provided in this Agreement, each Conduit Investor or, if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group may at any time grant to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or, in the case of a Conduit Investor, to its related Committed Note Purchaser), such Conduit Investor’s or, if there is no Conduit Investor with respect to any Investor Group, the related Committed Note Purchaser’s interests in the Advances made hereunder and such Program Support Provider (or such Committed Note Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits granted to such Conduit Investor or Committed Note Purchaser, as applicable, under this AgreementSection 9.16.
(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time, without the consent of HVF, transfer and time assign all or a portion of its rights in the Series 20092015-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note PurchaserPurchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 20092015-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including including, without limitation, an insurance policy for such Conduit Investor relating to the Series 2009-1 Commercial Paper or the Series 20092015-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including including, without limitation, an insurance policy relating to the Series 2009-1 Commercial Paper or the Series 20092015-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 20092015-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 20092015-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person with to the prior written consent of HVF, such consent not to be unreasonably withheldextent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 20092015-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board of Governors of the Federal Reserve System or any similar foreign entity.
Appears in 1 contract