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

Binding Effect; Assignability; Survival of Provisions. This Agreement shall be binding upon and inure to the benefit of Xxxxx Fargo, the Sellers and each of their respective successors and permitted assigns. No Seller may assign its rights hereunder or any interest herein without the prior written consent of Xxxxx Fargo. Xxxxx Fargo shall have the right without the consent of or notice to any Seller to (i) sell, transfer or negotiate in all or any part of, or any interest in, Xxxxx Fargo’s obligations, rights and benefits hereunder other than to a Disqualified Assignee, and (ii) grant participations in all or any part of, or any interest in, Xxxxx Fargo’s obligations, rights and benefits hereunder to any Person other than to a Disqualified Assignee. The 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 occurrence of the Collection Date for all Purchased Receivables (except for the continuing obligations under Section 6.2(b)(vii)). Together with any provisions of this Agreement which expressly survive termination of this Agreement, the rights and remedies with respect to any breach of any representation and warranty made by any Seller pursuant to Section 4 hereof, the repurchase obligations and related provisions set forth in Section 3, the rights granted to Xxxxx Fargo pursuant to the servicing provisions in Section 6, and the indemnification and payment provisions of Section 8 hereof shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability; Survival of Provisions. This Agreement shall be binding upon and inure to the benefit of Xxxxx FargoTransferor, Transferee and the Sellers Servicing Agent and each of their respective successors and permitted assigns, and the provisions of Sections 3.02 and 6.03 and Article IX shall inure to the benefit of Transferee and the Indemnified Parties, respectively, and their respective successors and assigns. No Seller may Transferor shall not assign any of its rights hereunder or any interest herein without the prior written consent of Xxxxx FargoTransferee. Xxxxx Fargo shall have the right Transferee may not, without the prior written consent of Transferor (which consent may not be unreasonably withheld or notice delayed), assign its rights and obligations hereunder at any time to any Seller to Person, except that Transferee may, without such consent, assign any of such rights or obligations (i) sell, transfer to any present or negotiate in all or any part of, or any interest in, Xxxxx Fargo’s obligations, rights and benefits hereunder other than to a Disqualified Assigneefuture Affiliate of Transferee, and also (ii) grant participations in all at any time when any Termination Event or any part ofUnmatured Termination Event described in Section 8.01(f) shall have occurred and be continuing, or any interest in, Xxxxx Fargo’s obligations, rights and benefits hereunder to any Person other than to a Disqualified Assigneeselected by Transferee. The 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 occurrence of date following the Collection Termination Date for on which any Carryforward Amount shall have been reduced to zero and all Purchased Transferred Receivables (except for the continuing obligations under Section 6.2(b)(vii))and all Obligations that have ever been outstanding hereunder have been finally and fully paid and performed. Together with any provisions of this Agreement which expressly survive termination of this Agreement, the The rights and remedies with respect to any breach of any representation and warranty made by any Seller Transferor pursuant to Section 4 hereof, the repurchase obligations and related provisions set forth in Section 3, the rights granted to Xxxxx Fargo pursuant to the servicing provisions in Section 6, Article V and the indemnification and payment provisions of Section 8 hereof Article IX and Sections 3.02, 3.05 and 11.07 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability; Survival of Provisions. This Agreement shall be binding upon and inure to the benefit of Xxxxx FargoWells, the Sellers Sxxxxx and each of their respective successors and permitted assigns. No Seller may not assign its rights hereunder or any interest herein without the prior written consent of Xxxxx FargoWells. Xxxxx Fargo shall have Wxxxx shxxx xave the right without the consent of or notice to any Seller to (i) sell, transfer to sell or negotiate in assign all or any part of, or any interest in, Xxxxx Fargo’s obligationsWells’ oxxxxxtions, rights and benefits hereunder to any Affiliate of Wells anx, xxth the prior written consent of Seller (not to be unreasonably withheld or delayed), to any other than Person; provided that, upon the occurrence and during the continuance of a Termination Event, no such consent of Seller shall be required except in connection with an assignment to a Disqualified Assignee, competitor of Seller and (ii) to grant participations in all or any part of, or any interest in, Xxxxx Fargo’s obligationsWells’ oxxxxxtions, rights and benefits hereunder to any Person other than Person, without the consent of or notice to a Disqualified AssigneeSeller. The 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 occurrence of date after the Collection Date termination hereof on which Wells hax xxxeived payment in full in cash for all Purchased Receivables (except for the continuing Receivables, and Seller has paid and performed all of their obligations under Section 6.2(b)(vii))hereunder in full. Together with any provisions of this Agreement which expressly survive termination of this Agreement, the The rights and remedies with respect to any breach of any representation and warranty made by any Seller pursuant to Section 4 hereof, the repurchase obligations and related provisions set forth in Section 34, the rights granted to Xxxxx Fargo of setoff and deduction and reinstatement of certain obligations and associated indemnifications pursuant to the servicing provisions in Section 6, 3 and the indemnification and payment provisions of Section 8 hereof shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability; Survival of Provisions. This Agreement shall be binding upon and inure to the benefit of Xxxxx Fargo, the Sellers Borrower and each of BofA and their respective successors and permitted assigns, and the provisions of Sections 3.02 and Article VIII shall inure to the benefit of BofA and the Indemnified Parties, respectively, and their respective successors and assigns. No Seller may Borrower shall not assign any of its rights hereunder or any interest herein without the prior written consent of Xxxxx Fargo. Xxxxx Fargo shall have the right BofA. BofA may not, without the prior written consent of Borrower (which consent may not be unreasonably withheld or notice delayed), assign its rights and obligations hereunder at any time to any Seller to Person, except that BofA may, without such consent, assign any of such rights or obligations (i) sell, transfer to any present or negotiate in all or any part of, or any interest in, Xxxxx Fargo’s obligations, rights and benefits hereunder other than to a Disqualified Assigneefuture Affiliate of BofA, and also (ii) grant participations in all at any time when any Termination Event or any part ofUnmatured Termination Event described in Section 7.01(f) shall have occurred and be continuing, or any interest in, Xxxxx Fargo’s obligations, rights and benefits hereunder to any Person other than to a Disqualified Assignee. The selected by BofA. 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 occurrence of date following the Collection Termination Date for on which any Carryforward Amount shall have been reduced to zero and all Purchased Transferred Receivables (except for the continuing obligations under Section 6.2(b)(vii))and all Obligations that have ever been outstanding hereunder have been finally and fully paid and performed. Together with any provisions of this Agreement which expressly survive termination of this Agreement, the The rights and remedies with respect to any breach of any representation and warranty made by any Seller Borrower pursuant to Section 4 hereof, the repurchase obligations and related provisions set forth in Section 3, the rights granted to Xxxxx Fargo pursuant to the servicing provisions in Section 6, Article V and the indemnification and payment provisions of Section 8 hereof Article VIII and Sections 3.02, 3.05 and 9.05 shall be continuing and shall survive any termination of this Agreement.