Common use of Restrictions on Assignments Clause in Contracts

Restrictions on Assignments. Except as specifically provided herein (with respect to the Servicer and the Backup Servicer), neither the Borrower, the Servicer, AFL nor Norwest may assign any of their respective rights or obligations hereunder or any interest herein without the prior written consent of the Agent and the Lender or, in the case of Norwest, the Agent and the Required Lenders. No Lender may assign its rights or obligations hereunder, any Advance or the Note (or any portion thereof) to any Person without the prior written consent of the Borrower and the Agent (as to the Borrower only, such consent not to be unreasonably withheld or delayed); PROVIDED, HOWEVER, that any Lender may assign, or grant a security interest in, all or any portion of the Advances and the Note to (i) CSFB or any of its Affiliates or another Lender or (ii) any Person managed by CSFB or any of its Affiliates, and (iii) any Liquidity Provider (each, an "ELIGIBLE ASSIGNEE"), in each case under clauses (i), (ii) and (iii) above, without the prior written consent of the Borrower; PROVIDED, FURTHER, HOWEVER, that after the occurrence of the Facility Termination Date, any Lender may, subject to the provisions of SECTION 16.5, assign all or a portion of the Note held by it to a Person other than those identified in clauses (i), (ii) and (iii) above without the prior written consent of the Borrower.

Restrictions on Assignments. Except as specifically provided herein (with respect to the Servicer and the Backup Servicer), neither the Borrower, the Servicer, AFL Drive, nor Norwest the Seller may assign any of their respective rights or obligations hereunder or any interest herein without the prior written consent of the Agent and the Lender or, in the case of Norwest, the Agent and the Required Lenders. No Lender may assign its rights or obligations hereunder, any Advance or the any Note (or any portion thereof) to any Person without the prior written consent of the Borrower and the Agent (as to the Borrower only, such consent not to be unreasonably withheld or delayed); PROVIDEDprovided, HOWEVERhowever, that any Lender may assign, or grant a security interest in, all or any portion of the Advances and the Note to (i) CSFB IFA or any of its Affiliates or another Lender or (ii) any Person managed by CSFB IFA or any of its Affiliates, and (iii) any Liquidity Provider Affiliates (each, an "ELIGIBLE ASSIGNEEEligible Assignee"), in each case under clauses (i), (ii) and (iii) above, without the prior written consent of the Borrower; PROVIDEDprovided, FURTHER, HOWEVERfurther, that after the occurrence of the Facility Termination Date, any Lender may, subject to the provisions of SECTION Section 16.5, assign all or a portion of the Advance or Note held by it to a Person other than those identified in clauses (i), (ii) and (iii) above without the prior written consent of the Borrower.

Restrictions on Assignments. Except as specifically --------------------------- provided herein (with respect to the Servicer and the Backup Servicer), neither the Borrower, the Servicer, AFL AFS, any Seller nor Norwest Backup Servicer may assign any of their respective rights or obligations hereunder or any interest herein without the prior written consent of the Agent and all the Lender Lenders or, in the case of NorwestBackup Servicer, the Agent and the Required Lenders. No Lender may assign its rights or obligations hereunder, any Advance or the Note (or any portion thereof) to any Person without the prior written consent of the Borrower and the Agent (as to the Borrower only, such consent not to be unreasonably withheld or delayed); PROVIDEDprovided, HOWEVERhowever, that any Lender may assign, or grant a -------- ------- security interest in, all or any portion of the Advances and the Note to (i) CSFB or any of its Affiliates or another Lender or (ii) any Person managed by CSFB or any of its Affiliates, and (iii) any Liquidity Provider (each, an "ELIGIBLE ASSIGNEEEligible Assignee"), in each case under clauses (i), (ii) and (iii) above, ----------------- without the prior written consent of the Borrower; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, -------- ------- ------- that after the occurrence of the Facility Termination Date, any Lender may, subject to the provisions of SECTION Section 16.5, assign all or a portion of the ------------ Advance or Note held by it to a Person other than those identified in clauses (i), (ii) and (iii) above without the prior written consent of the Borrower.

Restrictions on Assignments. Except as specifically provided --------------------------- herein (with respect to the Servicer and the Backup Servicer), neither the Borrower, the Servicer, AFL AFS, AFC nor Norwest the Backup Servicer may assign any of their respective rights or obligations hereunder or any interest herein without the prior written consent of the Agent and all the Lender Lenders or, in the case of NorwestBackup Servicer, the Agent and the Required Lenders. No Lender may assign its rights or obligations hereunder, any Advance or the any Note (or any portion thereof) to any Person without the prior written consent of the Borrower and the Agent (as to the Borrower only, such consent not to be unreasonably withheld or delayed); PROVIDEDprovided, HOWEVERhowever, that any Lender may assign, or grant a security interest in, -------- ------- all or any portion of the Advances and the Note Notes to (i) CSFB DBNY or any of its Affiliates or another Lender or (ii) any Person managed by CSFB DBNY or any of its Affiliates, and (iii) any Liquidity Provider (each, an "ELIGIBLE ASSIGNEEEligible Assignee"), in ----------------- each case under clauses (i), (ii) and (iii) above, without the prior written consent of the Borrower; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that after the occurrence -------- ------- ------- of the Facility Termination Date, any Lender may, subject to the provisions of SECTION Section 16.5, assign all or a portion of the Note Advances or Notes held by it to a ------------ Person other than those identified in clauses (i), (ii) and (iii) above without the prior written consent of the Borrower.

Restrictions on Assignments. Except as specifically provided herein (with respect to the Servicer, the Backup Servicer and the Designated Backup ServicerSubservicer), neither none of the Borrower, the Servicer, AFL nor Norwest any MFN Entity, the Backup Servicer or the Designated Backup Subservicer may assign any of their respective rights or obligations hereunder or any interest herein without the prior written consent of the Agent and all the Lender Lenders or, in the case of NorwestBackup Servicer, the Designated Backup Subservicer, the Agent and the Required Lenders. No Lender may assign its rights or obligations hereunder, any Advance or the any Note (or any portion thereof) to any Person without the prior written consent of the Borrower and the Agent (as to the Borrower only, such consent not to be unreasonably withheld or delayed); PROVIDEDprovided, HOWEVERhowever, that any Lender may assign, or grant a security interest in, all or any portion of the Advances and the Note Notes to (i) CSFB DBNY or any of its Affiliates or another Lender or (ii) any Person managed by CSFB DBNY or any of its Affiliates, and (iii) any Liquidity Provider (each, an "ELIGIBLE ASSIGNEEEligible Assignee"), in each case under clauses (i), (ii) and (iii) above, without the prior written consent of the Borrower; PROVIDEDprovided further, FURTHER, HOWEVERhowever, that after the occurrence of the Facility Termination Date, any Lender may, subject to the provisions of SECTION Section 16.5, assign all or a portion of the Note Advances or Notes held by it to a Person other than those identified in clauses (i), (ii) and (iii) above without the prior written consent of the Borrower.