This Agreement shall become effective when the conditions precedent set forth in Section 3.01 have been satisfied and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that neither Parent nor the Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders (and any attempted assignment by Parent or the Borrower without such consent shall be null and void).