Common use of Binding Effect; Assignability; Third Party Beneficiary Clause in Contracts

Binding Effect; Assignability; Third Party Beneficiary. This Agreement shall be binding upon and inure to the benefit of the Transferor, the Company, the Collection Agent and their respective successors and permitted assigns. The Transferor may not assign its rights and obligations or any interest herein or delegate any of its duties hereunder or under the other Transferor Documents, in each case, without the prior written consent of the Company. The Company may assign at any time all of its rights and obligations hereunder and interests herein without the consent of the Transferor or the Collection Agent. All such assignees, including parties to the Loan Agreement, shall be third party beneficiaries of, and shall be entitled to enforce the Company’s rights and remedies under, this Agreement to the same extent as if they were parties thereto, except to the extent specifically limited under the terms of their assignment. Without limiting the foregoing, the Transferor acknowledges (a) the assignment of Company’s rights and interests hereunder to the Administrative Agent (via the assignment by the Company to the Administrative Agent) pursuant to the Assignment of Agreements and agrees that, subject to the terms set forth in the Assignment of Agreements, the Sale Agreement and the Loan Agreement, the Administrative Agent (and any further assignee of any such assignee) shall have the right, as the assignee of the Company (or the assignee of such assignee), to enforce the Company’s rights and remedies under this Agreement directly against such party (including the right (i) to appoint a successor Collection Agent and (ii) to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement or the obligations in respect of the Transferor hereunder to the same extent as the Company may do), but without any obligation on the part of any such assignee to perform any of the obligations of the Company hereunder and (b) that the Administrative Agent, each Managing Agent, each Lender and each other Secured Party (as defined in the Loan Agreement) is an intended third party beneficiary of this Agreement to the same extent as if they were parties hereto, and that each of them is relying on, among other things, the representation and warranties of the Transferor hereunder in entering into the Loan Agreement. The Transferor and the Collection Agent agrees that it shall send to the Administrative Agent and each Managing Agent (at the address set forth in the Loan Agreement) a copy of all written notices required to be given by such Person to the Company hereunder.

Binding Effect; Assignability; Third Party Beneficiary. This Agreement shall be binding upon and inure to the benefit of the TransferorOriginators, the CompanyBuyer, the Collection Agent and their respective successors and permitted assigns. The Transferor No Originator may not assign its rights and obligations or any interest herein or delegate any of its duties hereunder or under the other Transferor Originator Documents, in each case, without the prior written consent of the CompanyBuyer. The Company may Buyer may, subject to any restrictions in the Loan Agreement, assign at any time all of its rights and obligations hereunder and interests herein without the consent of the Transferor any Originator or the Collection Agent. All such assignees, including parties to the Loan Agreement, shall be third party beneficiaries of, and shall be entitled to enforce the CompanyBuyer’s rights and remedies under, this Agreement to the same extent as if they were parties thereto, except to the extent specifically limited under the terms of their assignment. Without limiting the foregoing, each of the Transferor Originators acknowledges (a) the assignment of CompanyBuyer’s rights and interests hereunder to the Administrative Agent (via the assignment by the Company to the Administrative Agent) pursuant to the Assignment of Agreements and agrees that, subject to the terms set forth in the Assignment of Agreements, the Sale Contribution Agreement and the Loan Agreement, the Administrative Agent (and any further assignee of any such assignee) shall have the right, as the assignee of the Company Buyer (or the assignee of such assignee), to enforce the CompanyBuyer’s rights and remedies under this Agreement directly against such party (including the right (i) to appoint a successor Collection Agent and (ii) to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement or the obligations in respect of the Transferor Originators hereunder to the same extent as the Company Buyer may do), but without any obligation on the part of any such assignee to perform any of the obligations of the Company Buyer hereunder and (b) that the Administrative Agent, each Managing Agent, each Lender and each other Secured Party (as defined in the Loan Agreement) is an intended third party beneficiary of this Agreement to the same extent as if they were parties hereto, and that each of them is relying on, among other things, the representation and warranties of the Transferor Originators hereunder in entering into the Loan Agreement. The Transferor Each of the Originators, the Authorized Representative and the Collection Agent agrees that it shall send to the Administrative Agent and each Managing Agent (at the address set forth in the Loan Agreement) a copy of all written notices required to be given by such Person to the Company Buyer hereunder.

Binding Effect; Assignability; Third Party Beneficiary. (a) This Agreement shall be binding upon and inure to the benefit of the TransferorParent, the CompanyNRG Retail, the Collection Agent RERH Holdings, RERH, MLCI and their respective permitted successors and permitted assigns. The Transferor ; provided, however, that no party may not assign its rights and or obligations hereunder or any interest herein or delegate any of its duties hereunder or under the other Transferor Documents, in each case, without the prior written consent of the Companyother parties hereto. The Company Notwithstanding the foregoing, each of the parties hereto hereby acknowledges that (i) MLCI may assign at any time all of its rights and obligations hereunder and interests herein without to an assignee pursuant to the consent terms of the Transferor or Transaction Documents, and such assignee shall have all rights of MLCI under this Agreement (as if such assignee were MLCI hereunder), including without limitation the Collection AgentCollateral Trustee, and (ii) RERH will assign its rights hereunder to Collateral Trustee and each of Parent and NRG Retail and RERH Holdings hereby consents to any such assignments under the foregoing clauses (i) and (ii). All such assignees, including parties to the Loan Agreement, assignees shall be third party beneficiaries of, and shall be entitled to enforce the CompanyMLCI’s rights and remedies under, under this Agreement to the same extent as if they were parties thereto, except to the extent specifically limited under the terms of their assignment. Without limiting the foregoing, the Transferor acknowledges . (ab) the assignment MLCI shall be a third party beneficiary of Companyall of RERH Holdings’ and RERH’s rights and interests hereunder remedies hereunder, and shall be entitled, to the Administrative Agent (via the assignment by the Company to the Administrative Agent) pursuant to the Assignment exclusion of Agreements RERH Holdings and agrees that, subject to the terms set forth in the Assignment of Agreements, the Sale Agreement and the Loan Agreement, the Administrative Agent (and any further assignee of any such assignee) shall have the right, as the assignee of the Company (or the assignee of such assignee)RERH, to enforce the Companyall of RERH Holdings’ and RERH’s rights and remedies under this Agreement directly against such party (including the right (i) to appoint a successor Collection Agent and (ii) to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement or the obligations in respect of the Transferor hereunder to the same extent as the Company may do), but without any obligation on the part of any such assignee to perform any of the obligations of the Company hereunder and (b) that the Administrative Agent, each Managing Agent, each Lender and each other Secured Party (as defined in the Loan Agreement) is an intended third party beneficiary of this Agreement to the same extent as if they were parties hereto, and that each of them is relying on, among other things, the representation and warranties of the Transferor hereunder in entering into the Loan Agreement. The Transferor and the Collection Agent agrees that it shall send to the Administrative Agent and each Managing Agent (at the address set forth in the Loan Agreement) a copy of all written notices required to be given by such Person to the Company hereunder.