Common use of Binding Effect; Assignability; Survival Clause in Contracts

Binding Effect; Assignability; Survival. (a) This Agreement shall be binding upon the Transferor, the Transferee and their respective successors and permitted assigns and shall inure to the benefit of the Transferor, the Transferee, and their respective successors and permitted assigns. Except as provided in Section 9.04(b), neither the Transferor nor the Transferee may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the other party hereto and of the Administrative Agent. The Transferor further agrees to send to the Custodian copies of all notices and reports required to be delivered to the Transferee hereunder. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Collection Date; provided, however, that the indemnification and payment provisions of Article VIII and Section 9.06 shall be continuing and shall survive any termination or assignment of this Agreement. (b) The Transferor acknowledges that the Transferee will assign to the Administrative Agent for the benefit of the Secured Parties (pursuant to the Loan and Security Agreement) all of its rights, remedies, powers and privileges hereunder (including, without limitation, Section 8.01 hereof). The Transferor agrees that the Administrative Agent, as the assignee of the Transferee, shall, subject to the terms of the Loan and Security Agreement and the other Operative Documents, have the right to enforce this Agreement and to exercise directly all of the Transferee’s rights and remedies under this Agreement, and the Transferor agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies.

Binding Effect; Assignability; Survival. (a) This Agreement shall be binding upon the TransferorSeller, the Transferee Buyer and their respective successors and permitted assigns and shall inure to the benefit of the TransferorSeller, the TransfereeBuyer, and their respective successors and permitted assigns. Except as provided in Section 9.04(b), neither the Transferor Seller nor the Transferee Buyer may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the other party hereto and of the Administrative AgentLender. The Transferor Seller further agrees to send to the Custodian copies of all notices and reports required to be delivered to the Transferee Buyer hereunder. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Collection Date; provided, however, that the indemnification and payment provisions of Article VIII and Section 9.06 shall be continuing and shall survive any termination or assignment of this Agreement. (b) The Transferor Seller acknowledges that the Transferee Buyer will assign to the Administrative Agent for the benefit of the Secured Parties Lender (pursuant to the Loan and Security Agreement) all of its rights, remedies, powers and privileges hereunder (including, without limitation, Section 8.01 hereof)) and under the Loan Sale and Exchange Agreement. The Transferor Seller agrees that the Administrative AgentLender, as the assignee of the TransfereeBuyer, shall, subject to the terms of the Loan and Security Agreement and the other Operative Documents, have the right to enforce this Agreement and the Loan Sale and Exchange Agreement and to exercise directly all of the Transferee’s Buyer's rights and remedies under this Agreement and the Loan Sale and Exchange Agreement, and the Transferor Seller agrees to cooperate fully with the Administrative Agent Lender in the exercise of such rights and remedies.