Common use of Continuing Agreement, Transfer of Secured Obligations Clause in Contracts

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of Senior Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors and permitted transferees and assigns. Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the extent permitted by the applicable Credit Document, the ABL Agent, any ABL Secured Party, the Term Agent, any Term Secured Party, any Junior Agent or any Junior Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations or the Junior Obligations in accordance with the ABL Credit Agreement, the Term Credit Agreement or Junior Agreement, in each case, as applicable, to any other Person (other than the Borrower, any Guarantor or any Affiliate of the Borrower or any Guarantor and any Subsidiary of the Borrower or any Guarantor (except as provided in any ABL Credit Agreement, any Term Credit Agreement or any Junior Agreement, as applicable)), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Agent, the Term Agent, any Junior Agent, any ABL Secured Party, any Term Secured Party or any Junior Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Secured Parties and the Junior Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of Senior ABL Obligations and the Discharge of Term Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors and permitted successors, transferees and assigns. Except as set forth in Section 7.4 hereof7.4, nothing herein is intended, or shall be construed to give, any other Person any right, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral. All references to any Credit Loan Party shall include any Credit Loan Party as debtor-in-possession and any receiver or trustee for such Credit Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the extent permitted by the applicable Credit Document, the ABL Agent, any ABL Secured Party, the Term Agent, or any Term Secured Party, any Junior Agent or any Junior Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations or the Junior Term Obligations in accordance with the ABL Credit Agreement, Agreement or the Term Credit Agreement or Junior Agreement, in each case, as applicable, to any other Person (other than the Borrower, any Guarantor or any Affiliate of the Borrower or any Guarantor and any Subsidiary of the Borrower or any Guarantor (except as provided in any the ABL Credit Agreement, any Term Credit Agreement or any Junior the Term Credit Agreement, as applicable)), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Agent, the Term Agent, any Junior Agent, any ABL Secured Party, or any Term Secured Party or any Junior Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Secured Parties and the Junior Term Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit of, any Credit Loan Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of Senior DIP ABL Obligations and the Discharge of DIP Term Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors and permitted successors, transferees and assigns. Except as set forth in Section 7.4 hereof, nothing Nothing herein is intended, or shall be construed to give, any other Person any right, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the extent permitted by the applicable Credit Document, the DIP ABL Agent, any DIP ABL Secured PartyLender, the DIP Term Agent, any Term Secured Party, any Junior Agent or any Junior Secured Party DIP Term Lender may assign or otherwise transfer all or any portion of the DIP ABL Obligations, the Term Obligations or the Junior Obligations in accordance with the ABL Credit Agreement, the DIP Term Credit Agreement or Junior Agreement, in each caseObligations, as applicable, to any other Person (other than the any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, any DIP ABL Guarantor, the Borrower or DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of the Borrower or any Guarantor (except as provided in any DIP ABL Credit AgreementBorrower, any DIP ABL Guarantor, the DIP Term Credit Agreement or Borrower, any Junior Agreement, as applicable)DIP Term Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any Junior AgentDIP ABL Lender, any ABL Secured Party, any Term Secured Party or any Junior Secured PartyDIP Term Lender, as the case may be, herein or otherwise. The DIP ABL Secured Parties, the Term Secured Parties and the Junior DIP Term Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of Senior ABL Obligations, the Discharge of [Cash Flow] Obligations and the Discharge of Additional Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors and permitted successors, transferees and assigns. Except as set forth in Section 7.4 hereof, nothing Nothing herein is intended, or shall be construed construed, to give, give any other Person any right, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral, subject to Section 7.10 hereof. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the extent permitted by the applicable Credit Document, the ABL Agent, any ABL Secured Party, the Term [Cash Flow] Agent, any Term [Cash Flow] Secured Party, any Junior Additional Agent or any Junior Additional Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term [Cash Flow] Obligations or the Junior Obligations in accordance with the ABL Credit Agreement, the Term Credit Agreement or Junior Agreement, in each caseany Additional Obligations, as applicable, to any other Person (other than the Borrower, any Guarantor or any Affiliate of the Borrower or any Guarantor and any Subsidiary of the Borrower or any Guarantor (except as provided in any ABL Credit Agreement, any Term Credit Agreement or any Junior Agreement, as applicable))Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Agent, the Term [Cash Flow] Agent, any Junior Agent, any such ABL Secured Party, any Term such [Cash Flow] Secured Party Party, such Additional Agent or any Junior such Additional Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term [Cash Flow] Secured Parties and the Junior any Additional Secured Parties may continue, at any time and without notice to the other parties Parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of Senior DIP ABL Obligations and the Discharge of DIP Term Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors and permitted successors, transferees and assigns. Except as set forth in Section 7.4 hereof, nothing Nothing herein is intended, or shall be construed to give, any other Person any right, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the extent permitted by the applicable Credit Document, the DIP ABL Agent, any DIP ABL Secured PartyLender, the DIP Term Agent, any Term Secured Party, any Junior Agent or any Junior Secured Party DIP Term Lender may assign or otherwise transfer all or any portion of the DIP ABL Obligations, the Term Obligations or the Junior Obligations in accordance with the ABL Credit Agreement, the DIP Term Credit Agreement or Junior Agreement, in each caseObligations, as applicable, to any other Person (other than the any NYDOCS02/867883.5 DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, any DIP ABL Guarantor, the Borrower or DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of the Borrower or any Guarantor (except as provided in any DIP ABL Credit AgreementBorrower, any DIP ABL Guarantor, the DIP Term Credit Agreement or Borrower, any Junior Agreement, as applicable)DIP Term Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any Junior AgentDIP ABL Lender, any ABL Secured Party, any Term Secured Party or any Junior Secured PartyDIP Term Lender, as the case may be, herein or otherwise. The DIP ABL Secured Parties, the Term Secured Parties and the Junior DIP Term Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of Senior Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors and permitted transferees and assigns. Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the extent permitted by the applicable Credit Document, the ABL Agent, any ABL Secured Party, the Term Agent, any Term Secured Party, any Junior Agent or any Junior Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations or the Junior Obligations in accordance with the ABL Credit Agreement, the Term Credit Agreement or Junior Agreement, in each case, as applicable, to any other Person (other than the Borrower, any Guarantor or any Affiliate of the Borrower or any Guarantor and any Subsidiary of the Borrower or any Guarantor (except as provided in any ABL Credit Agreement, any Term Credit Agreement or any Junior Agreement, as applicable)), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Agent, the Term Agent, any Junior Agent, any ABL Secured Party, any Term Secured Party or any Junior Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Secured Parties and the Junior Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of Senior ABL Obligations, the Discharge of Term Obligations and the Discharge of Additional Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors and permitted successors, transferees and assigns. Except as set forth in Section 7.4 hereof, nothing Nothing herein is intended, or shall be construed to give, any other Person any right, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral, subject to Section 7.10 hereof. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the extent permitted by the applicable Credit Document, the ABL Agent, any ABL Secured PartyLender, the Term Agent, any Term Secured PartyLender, any Junior Additional Agent or any Junior Secured Party Additional Creditor may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations or the Junior Obligations in accordance with the ABL Credit Agreement, the Term Credit Agreement or Junior Agreement, in each caseany Additional Obligations, as applicable, to any other Person (other than the any Borrower, any Guarantor or any Affiliate of the any Borrower or any Guarantor and any Subsidiary of the any Borrower or any Guarantor (except as provided in any ABL Credit Agreement, any Term Credit Agreement or any Junior Agreement, as applicable)Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Agent, the Term Agent, any Junior Agentsuch ABL Lender, any ABL Secured Partysuch Term Lender, any Term Secured Party such Additional Agent or any Junior Secured Partysuch Additional Creditor, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Secured Parties and the Junior any Additional Secured Parties may continue, at any time and without notice to the other parties Parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of Senior ABL Obligations and the Discharge of Term Loan/Notes Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors and permitted successors, transferees and assigns. Except as set forth in Section 7.4 hereof, nothing Nothing herein is intended, or shall be construed to give, any other Person any right, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the extent permitted by the applicable Credit Document, the ABL Agent, any ABL Secured PartyLender, the First Lien Term Agent, any First Lien Term Lender, the First Lien Notes Agent, any First Lien Notes Secured Party, any Junior Agent or any Junior Future Term Loan/Notes Indebtedness Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations or the Junior Obligations in accordance with the ABL Credit Agreement, the Term Credit Agreement or Junior Agreement, in each caseLoan/Notes Obligations, as applicable, to any other Person (other than the any Borrower, any Guarantor or any Affiliate of the Borrower or any Guarantor and any Subsidiary of the Borrower or any Guarantor (except as provided in any the ABL Credit Agreement, any First Lien Term Credit Agreement Agreement, or the First Lien Notes Indenture) and any Subsidiary of any Borrower or any Junior Agreement, as applicable)Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Agent, any ABL Lender, the First Lien Term Agent, any Junior First Lien Term Lender, the First Lien Notes Agent, any ABL First Lien Notes Secured Party, any Term Secured Party or any Junior Future Term Loan/Notes Indebtedness Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Secured Parties and the Junior Term Loan/Notes Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit of, any Credit Party on the faith hereof.