Common use of Binding Effect; Assignability Clause in Contracts

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master Servicer. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master Servicer. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Any such assignee may further assign at any time its rights and obligations hereunder or interests herein without the consent of the Seller or the Subservicer. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder to the Trustee for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII IX shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master Servicer. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the SellerIssuer, the Subservicer, Depositor and the Purchaser, the Master Servicer Purchaser and their respective permitted successors and permitted assigns. Neither assigns (including any subsequent holders of the Seller Purchased Note); provided, however, neither the Issuer nor the Subservicer may Depositor shall have any right to assign any of their respective rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser and the Master Servicer. Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any timetime sell to one or more Persons (each, without the consent of the Seller a “Participant”), participating interests in all or the Subservicer, assign any a portion of its rights and obligations hereunder or interest herein to under this Note Purchase Agreement. Notwithstanding any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller such sale by the Purchaser in order of participating interests to effectuate a Participant, the assignment by Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser in furtherance of this Section 9.3 consistent shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the terms Purchaser and provisions of shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. . (c) This Note Purchase Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Purchased Note shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the SellerIssuer, the Subservicer, Agent and the Purchaser, the Master Servicer Purchasers and their respective permitted successors and permitted assigns. Neither assigns (including any subsequent holders of any Purchased Note); provided, however, the Seller nor the Subservicer may Issuer shall not have any right to assign any of their its respective rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of all of the Purchasers. (b) Any of the Purchasers may, in the ordinary course of its business and in accordance with the Transaction Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by any Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Issuer shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Master ServicerPurchaser’s rights and obligations under this Note Purchase Agreement. The Each Purchaser may, at any time, shall have the right to assign its rights and obligations hereunder to an Affiliate without the consent of the Seller Issuer or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. Receivables Seller. (c) This Note Purchase Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Purchased Notes shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the SellerIssuer, the Subservicer, Depositor and the Purchaser, the Master Servicer Purchaser and their respective permitted successors and permitted assigns. Neither assigns (including any subsequent holders of the Seller Purchased Notes); provided, however, neither the Issuer nor the Subservicer may Depositor shall have any right to assign any of their respective rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser and the Master Servicer. Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any timetime sell to one or more Persons (each, without the consent of the Seller a “Participant”), participating interests in all or the Subservicer, assign any a portion of its rights and obligations hereunder or interest herein to under this Note Purchase Agreement. Notwithstanding any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller such sale by the Purchaser in order of participating interests to effectuate a Participant, the assignment by Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser in furtherance of this Section 9.3 consistent shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the terms Purchaser and provisions of shall have no obligations to deal with any Participant in connection with the Purchaser’s rights and obligations under this Note Purchase Agreement. . (c) This Note Purchase Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Purchased Notes shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer WRC and WMECO and their respective successors and permitted assigns. Neither the Seller nor the Subservicer WMECO may not assign any of their its rights or delegate any of their obligations hereunder or any interest herein without the prior written consent of the Purchaser WRC and the Master Servicer. The Purchaser mayAgent, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest except as otherwise herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreementspecifically provided. 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 its termination; provided, that such time as the parties hereto shall agree. The rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer WMECO pursuant to Article IV V and the indemnification and payment provisions of Article VIII IX and Section 10.6 shall be continuing and shall survive any termination of this Agreement. (b) Without limiting the foregoing, WMECO hereby acknowledges and agrees that WRC has transferred an undivided ownership interest, and has granted a security interest, to the Agent and the Purchaser in all its right, title and interest under this Agreement and the assets transferred pursuant hereto. In furtherance of the foregoing, WMECO hereby agrees that: (i) the Agent, the Purchaser and their respective successors and assigns shall be entitled to the benefit of all representations and warranties, covenants and agreements of WMECO contained in this Agreement, and (ii) the Agent, the Purchaser and their respective successors and assigns may exercise directly any of the rights and remedies provided under this Agreement, or under applicable law or otherwise in respect of any obligation of WMECO to WRC hereunder, to the same extent as WRC might have done.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the SellerBorrower, the SubservicerServicer, the PurchaserLenders, the Master Servicer Agent and their respective permitted successors and permitted assigns. Neither the Seller Borrower nor the Subservicer a Servicer may assign any of their its rights or delegate any of their and obligations hereunder or under any other Basic Document to which it is a party or assign any interest herein without the prior written consent of the Purchaser Agent. The Lenders and the Master Servicer. The Purchaser Agent may, at any time, without the consent of the Seller or the SubservicerBorrower (except as otherwise provided in Section 14.01(a)(v)), assign any or all of its their respective rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller Borrower or the Master Servicer pursuant to Article IV and the rights of Indemnified Parties and others under the indemnification and payment provisions of Article VIII XII, Section 13.06 and Section 16.03 shall be continuing and shall survive any termination of this Agreement. (b) Notwithstanding the foregoing, the Conduit Lender (if the Conduit Lender is Autobahn) may, in its sole discretion and at any time, assign its rights, obligations (if any) and interests under this Agreement to DZ Bank and, at or after such time (and provided that DZ Bank has assumed such assigned obligations), the Conduit Lender may, in its sole discretion, cease to be a Conduit Lender and a Lender under this Agreement upon providing notice of such cessation to the Borrower and the Servicer.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the SellerOriginator, the Subservicer, the Purchaser, the Master Servicer Buyer and their respective successors and permitted assignsassigns (including any trustee in bankruptcy). Neither the Seller nor the Subservicer The Originator may not assign any of their its rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master ServicerBuyer. The Purchaser may, Buyer may assign at any time, time its rights and obligations hereunder and interests herein to any other Person without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any PersonOriginator. Without limiting the generality of the foregoing, the Seller Originator acknowledges that the Purchaser may Buyer, pursuant to the Investor Agreement, shall assign its collateral rights hereunder to the Agent, for the benefit of third partiesthe Managing Agents and the Purchasers, all of its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Investor Agreement. The Seller does hereby further agree to execute and deliver Originator agrees that the Agent, as the assignee of the Buyer, shall, subject to the Purchaser terms of the Investor Agreement, have the right to enforce this Agreement and to exercise directly all documents of the Buyer’s rights and amendments presented remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the Buyer to be given or withheld hereunder) and the Originator agrees to cooperate fully with the Agent and the Collection Agent in the exercise of such rights and remedies. The Originator further agrees to give to the Seller by Agent and each Managing Agent copies of all notices it is required to give to the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this AgreementBuyer 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 its terminationsuch time, after the Termination Date, as the Collection Date shall occur; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer Originator pursuant to Article IV and the indemnification and payment provisions of Article VIII and Section 9.5 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master Servicer. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Seller, Issuer and the Subservicer, the Purchaser, the Master Servicer Purchaser and their respective permitted successors and permitted assigns. Neither assigns (including any subsequent holders of the Seller nor Notes); PROVIDED, HOWEVER, the Subservicer may Issuer shall not have any right to assign any of their its rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser and the Master Servicer. Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with its representations contained herein, the Basic Documents and applicable law, including applicable securities laws, at any timetime sell to one or more Persons (each, without the consent of the Seller a "PARTICIPANT"), participating interests in all or the Subservicer, assign any a portion of its rights and obligations hereunder or interest herein to under this Note Purchase Agreement. Notwithstanding any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller such sale by the Purchaser in order of participating interests to effectuate a Participant, the assignment by Purchaser's rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser in furtherance of this Section 9.3 consistent shall remain solely responsible for the performance thereof, and the Issuer shall continue to deal solely and directly with the terms Purchaser and provisions of shall have no obligations to deal with any Participant in connection with the Purchaser's rights and obligations under this Note Purchase Agreement. . (c) This Note Purchase Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Notes shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the SellerIssuer, the Subservicer, Depositor and the Purchaser, the Master Servicer Purchasers and their respective permitted successors and permitted assigns. Neither assigns (including any subsequent holders of the Seller Purchased Notes); provided, however, neither the Issuer nor the Subservicer may Depositor shall have any right to assign any of their respective rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser Purchasers. (b) The Purchasers may, in the ordinary course of its business and in accordance with the Master Servicer. The Purchaser mayBasic Documents and applicable law, including applicable securities laws, at any timetime sell to one or more Persons (each, without the consent of the Seller a "Participant"), participating interests in all or the Subservicer, assign any a portion of its rights and obligations hereunder or interest herein under this Note Purchase Agreement. Notwithstanding any such sale by the Purchasers of participating interests to any Person. Without limiting the generality of the foregoinga Participant, the Seller acknowledges that Purchasers' rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser may assign its collateral rights hereunder Purchasers shall remain solely responsible for the benefit of third parties. The Seller does hereby further agree performance thereof, and the Issuer and the Depositor shall continue to execute deal solely and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent directly with the terms Purchasers and provisions of shall have no obligations to deal with any Participant in connection with the Purchasers' rights and obligations under this Note Purchase Agreement. . (c) This Note Purchase Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Purchased Notes shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. This Agreement shall be --------------- binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer Purchaser and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master ServicerPurchaser. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies -------- with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master Servicer. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments reasonably presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, Administrator and the Purchaser, the Master Servicer Purchasers and their respective successors and permitted assigns. Neither assigns (including any subsequent holders of the Series 2000-VFC Certificates); provided, however, that the Seller nor shall not have the Subservicer may right to assign any of their its rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser Administrator and the Master ServicerPurchasers, which consent shall not be unreasonably withheld. The Administrator and the Conduit Purchaser may, at each agrees that it shall not transfer a Class A Certificate or any time, interest therein without the consent of the Seller or the SubservicerSeller's consent, assign any of its rights and obligations hereunder or interest herein unless such transfer is to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third partiesa Liquidity Purchaser. The Seller does hereby further agree to execute and deliver agrees that it will not unreasonably withhold its consent to the transfer by the Administrator and the Conduit Purchaser all documents of a Class A Certificate to a special purpose company which is administered by the Administrator and amendments presented engages in activities substantially similar to the Seller by Conduit Purchaser. The Class B Purchaser agrees that it shall not transfer a Class B Certificate without the Purchaser in order Administrator's consent, unless such transfer is to effectuate an affiliate of the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. Class B Purchaser. (b) This Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Series 2000-VFC Certificates shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the SellerIssuer, the Subservicer, Depositor and the Purchaser, the Master Servicer Purchaser and their respective permitted successors and permitted assigns. Neither assigns (including any subsequent holders of the Seller Purchased Notes); provided, however, neither the Issuer nor the Subservicer may Depositor shall have any right to assign any of their respective rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser and the Master Servicer. Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any timetime sell to one or more Persons (each, without the consent of the Seller a "Participant"), participating interests in all or the Subservicer, assign any a portion of its rights and obligations hereunder or interest herein to under this Note Purchase Agreement. Notwithstanding any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller such sale by the Purchaser in order of participating interests to effectuate a Participant, the assignment by Purchaser's rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser in furtherance of this Section 9.3 consistent shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the terms Purchaser and provisions of shall have no obligations to deal with any Participant in connection with the Purchaser's rights and obligations under this Note Purchase Agreement. . (c) This Note Purchase Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Purchased Notes shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer Purchaser and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master ServicerPurchaser. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person; provided, however, the Purchaser agrees that it shall at all times be the party responsible for the administration of this Agreement and to whom notices regarding the same shall be directed by the Seller. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the SellerIssuer, the Subservicer, Depositor and the Purchaser, the Master Servicer Purchasers and their respective permitted successors and permitted assigns. Neither assigns (including any subsequent holders of the Seller Purchased Notes); provided, however, neither the Issuer nor the Subservicer may Depositor shall have any right to assign any of their respective rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser Purchasers. (b) The Purchasers may, in the ordinary course of its business and in accordance with the Master Servicer. The Purchaser mayBasic Documents and applicable law, including applicable securities laws, at any timetime sell to one or more Persons (each, without the consent of the Seller a “Participant”), participating interests in all or the Subservicer, assign any a portion of its rights and obligations hereunder or interest herein under this Note Purchase Agreement. Notwithstanding any such sale by the Purchasers of participating interests to any Person. Without limiting the generality of the foregoinga Participant, the Seller acknowledges that Purchasers’ rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser may assign its collateral rights hereunder Purchasers shall remain solely responsible for the benefit of third parties. The Seller does hereby further agree performance thereof, and the Issuer and the Depositor shall continue to execute deal solely and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent directly with the terms Purchasers and provisions of shall have no obligations to deal with any Participant in connection with the Purchasers’ rights and obligations under this Note Purchase Agreement. . (c) This Note Purchase Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Purchased Notes shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer Purchaser and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master ServicerPurchaser. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer Purchaser and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master ServicerPurchaser. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 10.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV V and the indemnification and payment provisions of Article VIII IX shall be continuing and shall survive any termination of this Agreement. (b) The parties have participated jointly in the negotiation and drafting of this Agreement. Seller acknowledges that it has had the opportunity to consult with its own legal counsel regarding the terms and conditions set forth in this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer and their respective successors and permitted assigns. Neither Subject to the provisions of Section 6.1, neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master Servicer. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or any interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the SellerIssuer, the Subservicer, Depositor and the Purchaser, the Master Servicer Purchaser and their respective permitted successors and permitted assigns. Neither assigns (including any subsequent holders of the Seller Purchased Note); provided, however, neither the Issuer nor the Subservicer may Depositor shall have any right to assign any of their respective rights or delegate any of their obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Purchaser and the Master Servicer. Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any timetime sell to one or more Persons (each, without the consent of the Seller a "Participant"), participating interests in all or the Subservicer, assign any a portion of its rights and obligations hereunder or interest herein to under this Note Purchase Agreement. Notwithstanding any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller such sale by the Purchaser in order of participating interests to effectuate a Participant, the assignment by Purchaser's rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser in furtherance of this Section 9.3 consistent shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the terms Purchaser and provisions of shall have no obligations to deal with any Participant in connection with the Purchaser's rights and obligations under this Note Purchase Agreement. . (c) This Note Purchase Agreement shall create and constitute the continuing obligations obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies such time as all amounts payable with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII Purchased Note shall be continuing and shall survive any termination of this Agreementhave been paid in full.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the SellerCompany, the Subservicer, the Purchaser, the Master Servicer Sellers and their respective successors and permitted assigns. Neither the No Seller nor the Subservicer may assign its rights hereunder or any interest herein except to another wholly-owned direct or indirect Subsidiary of their Cadmus that has been admitted as a Seller hereunder without the prior written consent of the Company and the Agent. Subject to Section 10.11, the Company may not assign its rights or delegate any of their obligations hereunder or any interest herein without the prior written consent of the Purchaser Sellers and the Master ServicerAgent. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 date after the Sale Termination Date on which each Seller has received payment in full for all Receivables originated by it and Related Rights conveyed pursuant to Section 1.1 and has paid and performed all of its termination; provided, that the obligations hereunder in full. The rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer Sellers pursuant to Article IV V and the indemnification and payment provisions of Article VIII and Section 10.6 and each Person's agreement set forth in Section 10.12 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Master Servicer. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; providedPROVIDED, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Seller, the Subservicer, the Purchaser, the Master Servicer Purchaser and their respective successors and permitted assigns. Neither the Seller nor the Subservicer may assign any of their rights or delegate any of their and obligations hereunder or any interest herein without the prior written consent of the Purchaser and Purchaser, such consent not to be unreasonable withheld by the Master ServicerPurchaser. The Purchaser may, at any time, without the consent of the Seller or the Subservicer, assign any of its rights and obligations hereunder or interest herein to any Person. Without limiting the generality of the foregoing, the Seller acknowledges that the Purchaser may assign has assigned its collateral rights hereunder for the benefit of third parties. The Seller does hereby further agree to execute and deliver to the Purchaser all documents and amendments presented to the Seller by the Purchaser in order to effectuate the assignment by the Purchaser in furtherance of this Section 9.3 consistent with the terms and provisions of this Agreement. 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 its termination; provided, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller or the Master Servicer pursuant to Article IV and the indemnification and payment provisions of Article VIII shall be continuing and shall survive any termination of this Agreement.