Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and any New First Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Agent, any ABL Secured Party or any New First Lien Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor on the faith hereof.
Appears in 16 contracts
Samples: Additional Receivables Intercreditor Agreement (HCA Healthcare, Inc.), Additional Receivables Intercreditor Agreement (HCA Healthcare, Inc.), Additional Receivables Intercreditor Agreement (HCA Healthcare, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing Except as set forth in Section 7.4, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than the CompanyBorrower, any Grantor Guarantor or any Affiliate of the Company Borrower or any Grantor Guarantor and any Subsidiary of the Company Borrower or any GrantorGuarantor (except as provided in such ABL Credit Agreement or such 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 Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 5 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations, the Discharge of Term Loan 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10 hereof. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Term Loan Agent, any Term Loan Secured Party, any Additional Agent and or any New First Lien Additional Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Loan Obligations or the New First Lien any Additional Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Loan Agent, any such ABL Secured Party Party, such Term Loan Secured Party, such Additional Agent or any New First Lien such Additional Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Loan Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 5 contracts
Samples: Intercreditor Agreement (Tribune Publishing Co), Credit Agreement (Tribune Publishing Co), Intercreditor Agreement (Emergency Medical Services CORP)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations and the Discharge of the Shared Collateral 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common ABLShared Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured PartyLender, the New First Lien Collateral Term Agent, or any Term Lender, the Notes Agent or any Notes Secured Party and the and any New First Lien Additional Pari Passu Agent or any Additional Pari Passu Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations, Notes Obligations or the New First Lien Additional Pari Passu Obligations, as applicable, to any other Person (other than the Company, any Grantor Loan Party or any Affiliate of the Company or any Grantor a Loan Party and any Subsidiary of the Company or any Grantora Loan Party), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, the Notes Agent, the Additional Pari Passu Agent, any ABL Lender, any Term Lender, any Notes Secured Party or any New First Lien Additional Pari Passu Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties Parties, the Term Secured Parties, the Notes Secured Party and the New First Lien Additional Pari Passu Secured Parties (if any) 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 Grantor Loan Party on the faith hereof.
Appears in 5 contracts
Samples: Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations, the Discharge of Note 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10 hereof. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Lender, the Note Agent, any Noteholder Secured Party, the New First Lien Collateral any Additional Agent and or any New First Lien Secured Party Additional Creditor may assign or otherwise transfer all or any portion of the ABL Obligations, the Note Obligations or the New First Lien any Additional Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Note Agent, any such ABL Secured Party or any New First Lien Lender, such Noteholder Secured Party, such Additional Agent or such Additional Creditor, as the case may be, herein or otherwise. The ABL Secured Parties, the Noteholder Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 4 contracts
Samples: Intercreditor Agreement (Atkore International Group Inc.), Intercreditor Agreement (Atkore International Group Inc.), Intercreditor Agreement (Unistrut International Holdings, LLC)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Intercreditor Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien CF Collateral Agent and any New First Lien CF Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien CF Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien CF Collateral Agent, any ABL Secured Party Party, or any New First Lien applicable CF Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien CF 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 Grantor on the faith hereof.
Appears in 4 contracts
Samples: Intercreditor Agreement (LVB Acquisition, Inc.), Security Agreement (Clear Channel Communications Inc), Intercreditor Agreement (CC Media Holdings Inc)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Senior Lien Obligations shall have occurredoccurred (subject to Section 5.4 hereof), (b) be binding upon the Parties and their successors and assigns, assigns and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Senior Lien Agent, any ABL Senior Lien Secured Party, the New First Junior Lien Collateral Agent and or any New First Junior Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Senior Lien Obligations or the New First Junior Lien ObligationsObligations in accordance with any Senior Lien Credit Agreement or any Junior Lien Credit Agreement, in each case, as applicable, to any other Person (other than the CompanyBorrower, any Grantor Guarantor or any Affiliate of the Company Borrower or any Grantor and any Subsidiary of the Company Guarantor (in each case except as provided in such Senior Lien Credit Agreement or any Grantorsuch Junior Lien 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 Collateral Senior Lien Agent, the New First Junior Lien Collateral Agent, any ABL Senior Lien Secured Party or any New First Junior Lien Secured Party, as the case may be, herein or otherwise. The ABL Senior Lien Secured Parties and the New First Junior Lien 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 Grantor Credit Party on the faith hereof.
Appears in 4 contracts
Samples: Intercreditor Agreement (Forterra, Inc.), Intercreditor Agreement (Forterra, Inc.), Intercreditor Agreement (Forterra, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations shall have occurredor the Discharge of Term Obligations, (b) be binding upon the Parties parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties parties and their respective successors, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent or any Term Agent may resign as ABL Agent or Term Agent, as applicable, and any ABL Secured Party, the New First Lien Collateral Agent and Party or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the Company, any Grantor Loan Party or any Subsidiary or Affiliate of the Company or any Grantor and any Subsidiary of the Company or any GrantorLoan Party), and such successor ABL Agent or successor Term Agent, or other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral any Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Loan Party on the faith hereof.
Appears in 4 contracts
Samples: Intercreditor Agreement (Horizon Global Corp), Loan Agreement (Horizon Global Corp), Credit Agreement (Horizon Global Corp)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations and the Discharge of All Cash Flow Collateral 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10 hereof. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured PartyLender, the New First Lien any Cash Flow Collateral Agent and or any New First Lien Cash Flow Collateral Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Cash Flow Collateral Obligations, as applicable, owned by it to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Agent, such Cash Flow Collateral Agent, the New First Lien such ABL Lender or such Cash Flow Collateral Agent, any ABL Secured Party or any New First Lien Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien Cash Flow Collateral 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 Grantor Credit Party on the faith hereof.
Appears in 3 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Intercreditor Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL First Lien Obligations and the Discharge of Second Lien 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral First Lien Agent, any ABL First Lien Secured Party, the New First Second Lien Collateral Agent and Agent, or any New First Second Lien Secured Party may assign or otherwise transfer all or any portion of the ABL First Lien Obligations or the New First Second Lien Obligations, as applicable, to any other Person (other than the CompanyBorrower, any Grantor Guarantor or any subsidiary or Affiliate of the Company Borrower or any Grantor and any Subsidiary of the Company or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral First Lien Agent, the New First Second Lien Collateral Agent, any ABL First Lien Secured Party Party, or any New First Second Lien Secured Party, as the case may be, herein or otherwise. The ABL First Lien Secured Parties and the New First Second Lien 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 Grantor Loan Party on the faith hereof.
Appears in 3 contracts
Samples: Intercreditor Agreement (Rh), Intercreditor Agreement (Rh), Intercreditor Agreement (Sequential Brands Group, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver, receiver and manager, interim receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agents, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement, the Term Credit Agreement or any Additional Term Debt Agreement, as applicable, in each case, as applicable, to any other Person (other than the Companyexcept as otherwise provided in such ABL Credit Agreement, any Grantor such Term Credit Agreement or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantorsuch Additional Term Debt Agreement, as applicable), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 3 contracts
Samples: Intercreditor Agreement (Canada Goose Holdings Inc.), Intercreditor Agreement (Canada Goose Holdings Inc.), Intercreditor Agreement (Canada Goose Holdings Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations, the Discharge of First Lien Term Loan Obligations, the Discharge of Second Lien Term Loan Obligations and the Discharge of Additional 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10 hereof. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Loan Agent, any New First Lien Term Loan Secured Party, the Second Lien Term Loan Agent, any Second Lien Term Loan Secured Party, any Additional Term Agent or any Additional Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the First Lien Term Loan Obligations, the Second Lien Term Loan Obligations or the New First Lien any Additional Term Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Loan Agent, any the Second Lien Term Loan Agent, such ABL Secured Party or any New Party, such First Lien Term Loan Secured Party, such Second Lien Term Loan Secured Party, such Additional Term Agent or such Additional Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Secured Parties and the New First Lien any Additional Term 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 Grantor Credit Party on the faith hereof.
Appears in 3 contracts
Samples: Intercreditor Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations and the Discharge of First Lien 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Notes Agent, any New First Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Notes Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor (except as provided in the ABL Credit Agreement or the First Lien Notes Indenture) and any Subsidiary of the Company any Borrower or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Agent, any ABL Secured Party Party, the First Lien Notes Agent, any First Lien Notes Secured Party, or any New First Lien Future Notes Indebtedness Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 3 contracts
Samples: Intercreditor Agreement (Gap Inc), Intercreditor Agreement (Gap Inc), Revolving Credit Agreement (Gap Inc)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations shall have occurredor the Discharge of Second Lien Obligations, (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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral AgentAgents, any ABL Secured Party, the New First Second Lien Collateral Agent and Agent, or any New First Second Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Second Lien Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor and any Subsidiary of the Company any Borrower or any Grantor)Guarantor, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral AgentAgents, the New First Second Lien Collateral Agent, any ABL Secured Party Party, or any New First Second Lien Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Second Lien 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 Grantor Loan Party on the faith hereof.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Sears Holdings Corp), Intercreditor Agreement (Sears Holdings Corp), Intercreditor Agreement (Sears Holdings Corp)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations or Discharge of Term Loan Obligations shall have occurred, (b) be binding upon the Parties and their successors and permitted assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, permitted transferees and permitted assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. The parties hereto acknowledge that this Agreement is and shall be enforceable as a “subordination agreement” under Section 510(a) of the Bankruptcy Code (or any similar provision under applicable Bankruptcy Law). All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Term Collateral Agent and any New First Lien Term Loan Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Loan Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any GrantorGrantor other than as permitted under each of the ABL Documents or Term Loan Documents, as applicable), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Term Collateral Agent, any ABL Secured Party Party, or any New First Lien applicable Term Loan Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien Term Loan 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 Grantor on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Ardent Health Partners, LLC), Term Loan Credit Agreement (Ardent Health Partners, LLC)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-in- possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agents, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement, the Term Credit Agreement or any Additional Term Debt Agreement, as applicable, in each case, as applicable, to any other Person (other than the Companyexcept as otherwise provided in such ABL Credit Agreement, any Grantor such Term Credit Agreement or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantorsuch Additional Term Debt Agreement, as applicable), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 2 contracts
Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations have been paid in full in cash and all commitments to extend credit under the ABL Documents have been terminated and the Term Obligations shall have occurredbeen paid in full in cash, (b) be binding upon the Parties and their successors successors, transferees and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing Except as set forth in Section 7.4, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), subject to any limitations in the applicable Credit Documents, the ABL Collateral Agent, any ABL Secured PartyLender, the New First Lien Collateral Agent and Term Agent, or any New First Lien Secured Party Term Lender may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the CompanyBorrower, any Grantor Guarantor or any Affiliate of the Company Borrower or any Grantor Guarantor and any Subsidiary of the Company Borrower or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Lender, or any New First Lien Secured PartyTerm Lender, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Loan Party on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Container Store Group, Inc.), Intercreditor Agreement (Container Store Group, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations shall have occurred(subject to Section 4.1(d)) or the Discharge of Second Lien Obligations, (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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral AgentAgents, any ABL Secured Party, the New First Second Lien Collateral Agent and Agent, or any New First Second Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Second Lien Obligations, as applicable, to any other Person that is permitted to be an assignee pursuant to the applicable credit documents (other than it being acknowledged that the CompanyABL Obligations or the Second Lien Obligations may not be assigned in whole or in part to any Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor and Guarantor or any Subsidiary of the Company any Borrower or any GrantorGuarantor, or to any other Person, in each case that is not permitted under the terms of the applicable credit documents to hold such ABL obligations or Second Lien Obligations), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral AgentAgents, the New First Second Lien Collateral Agent, any ABL Secured Party Party, or any New First Second Lien Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Second Lien 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 Grantor Loan Party on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Sears Holdings Corp), Intercreditor Agreement (Sears Holdings Corp)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations and the Discharge of the Shared Collateral 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common ABL Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured PartyLender, the New First Lien Collateral Term Agent, or any Term Lender, the Notes Agent or any Notes Secured Party and the Additional Pari Passu Agent or any New First Lien Additional Pari Passu Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations, Notes Obligations or the New First Lien Additional Pari Passu Obligations, as applicable, to any other Person (other than the Company, any Grantor Loan Party or any Affiliate of the Company or any Grantor a Loan Party and any Subsidiary of the Company or any Grantora Loan Party), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, the Notes Agent, the Additional Pari Passu Agent, any ABL Lender, any Term Lender, any Notes Secured Party or any New First Lien Additional Pari Passu Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties Parties, the Term Secured Parties, the Notes Secured Party and the New First Lien Additional Pari Passu Secured Parties (if any) 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 Grantor Loan Party on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Toys R Us Inc)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Intercreditor Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Notes Collateral Agent and any New First Lien Notes Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Notes Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Notes Collateral Agent, any ABL Secured Party Party, or any New First Lien applicable Notes Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Ryerson International Material Management Services, Inc.), Intercreditor Agreement (J.M. Tull Metals Company, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations or 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, transferees and permitted assigns. Nothing Except as set forth in Section 7.4, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than the CompanyBorrowers, any Grantor Guarantor or any Affiliate of the Company Borrowers or any Grantor Guarantor and any Subsidiary of the Company Borrowers or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Loan Party on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Overseas Shipholding Group Inc), Intercreditor Agreement (Overseas Shipholding Group Inc)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Revolving 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver receiver, interim receiver, receiver-manager, monitor or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral AgentRevolving Lender, any ABL Revolving Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Revolving Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the Company, any Grantor Loan Party or any Affiliate of the Company or any Grantor Loan Party and any Subsidiary of the Company or any GrantorLoan Party), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral AgentRevolving Lender, the New First Lien Collateral Term Agent, any ABL Revolving Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Revolving Secured Parties and the New First Lien 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 Grantor Loan Party on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Vista Proppants & Logistics Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL First Lien Obligations shall have occurredoccurred (subject to Section 5.4 hereof), (b) be binding upon the Parties parties hereto and their respective successors and assigns, assigns and (c) inure to the benefit of and be enforceable by the Parties parties hereto and their respective successors, transferees and assigns. Nothing Except as set forth in Section 7.4 and Section 7.12 hereof, nothing herein is intended, or shall be construed to give, any other Person that is not a party hereto any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral any First Lien Agent, any ABL other First Lien Secured Party, the New First any Second Lien Collateral Agent and or any New First other Second Lien Secured Party may assign or otherwise transfer all or any portion of the ABL applicable First Lien Obligations or the New applicable Second Lien Obligations in accordance with the First Lien ObligationsDebt Facility or the Second Lien Debt Facility, in each case, as applicable, to any other Person (other than the Company, any Grantor Credit Party or any Affiliate of the Company any Credit Party (except as provided in such First Lien Debt Facility or any Grantor and any Subsidiary of the Company or any Grantorsuch Second Lien Debt Facility, as applicable)), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New any First Lien Collateral Agent, any ABL Second Lien Agent, any other First Lien Secured Party or any New First other Second Lien Secured Party, as the case may be, herein or otherwise. The ABL First Lien Secured Parties and the New First Second Lien 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 Grantor Credit Party on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Arconic Rolled Products Corp), Intercreditor Agreement (Arconic Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL 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, transferees successors and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor 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 Collateral Agent, any ABL Secured Party, the New First Lien Collateral Cash Flow Agent, any Cash Flow Secured Party, any Junior Agent and or any New First Lien Junior Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Cash Flow Obligations or the New First Lien Junior Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor and any Subsidiary of the Company any Borrower or any GrantorGuarantor (except as provided in any ABL Credit Agreement, any Cash Flow 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 Collateral Agent, the New First Lien Collateral Cash Flow Agent, any ABL Secured Party Party, any Cash Flow Secured Party, any Junior Agent or any New First Lien Junior Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Cash Flow Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Avaya Inc), Intercreditor Agreement (Avaya Inc)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations shall have occurred(subject to Section 4.1(d)) or the Discharge of Second Lien Obligations, (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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral AgentAgents, any ABL Secured Party, the New First Second Lien Collateral Agent and Agent, or any New First Second Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Second Lien Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor and any Subsidiary of the Company any Borrower or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral AgentAgents, the New First Second Lien Collateral Agent, any ABL Secured Party Party, or any New First Second Lien Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Second Lien 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 Grantor Loan Party on the faith hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Sears Holdings Corp)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First any Subordinated Lien Collateral Agent and any New First Subordinated Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First applicable Subordinated Lien Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First applicable Subordinated Lien Collateral Agent, any ABL Secured Party Party, or any New First Lien applicable Subordinated Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Subordinated Lien 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 Grantor on the faith hereof.
Appears in 2 contracts
Samples: Receivables Intercreditor Agreement, Receivables Intercreditor Agreement (Marietta Surgical Center, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations or 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, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-debtor in possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and any New First Lien Term Agent, or any Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than the Companyin each case, any Grantor except as otherwise provided in such ABL Credit Agreement or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantorsuch 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 Collateral Agent, the New First Lien Collateral any Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 2 contracts
Samples: Security Agreement (Hayward Holdings, Inc.), Security Agreement (Hayward Holdings, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations or 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, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-in- possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and any New First Lien Term Agent, or any Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than in each case, except as otherwise provided in the CompanyABL Credit Agreement or such Term Credit Agreement, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantoras applicable), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral any Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations or 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, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-in- possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured #94592040v2 EXHIBIT F Party, the New First Lien Collateral Agent and any New First Lien Term Agent, or any Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than in each case, except as otherwise provided in the CompanyABL Credit Agreement or such Term Credit Agreement, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantoras applicable), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral any Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier to occur of (i) the Discharge of ABL Obligations shall have occurredand (ii) the Discharge of [Term Loan] Collateral Obligations, (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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10 hereof. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral [Term Loan] Agent, any [Term Loan] Secured Party, any Additional [Term] Agent and or any New First Lien Additional [Term] Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the [Term Loan] Obligations or the New First Lien any Additional [Term] Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral [Term Loan] Agent, any such ABL Secured Party Party, such [Term Loan] Secured Party, such Additional [Term] Agent or any New First Lien such Additional [Term] Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the [Term Loan] Secured Parties and the New First Lien any Additional [Term] 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Intercreditor Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent any Junior Priority Representative and any New First Lien Secured Junior Priority Debt Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Junior Priority Debt Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Agentsuch Junior Priority Representative, any ABL Secured Party Party, or any New First Lien Secured applicable Junior Priority Debt Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien Secured Junior Priority Debt 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 Grantor on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing herein is intended, or shall be construed construed, to give, give any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10 hereof. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral [Cash Flow] Agent, any [Cash Flow] Secured Party, any Additional Agent and or any New First Lien Additional Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the [Cash Flow] Obligations or the New First Lien any Additional Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral [Cash Flow] Agent, any such ABL Secured Party Party, such [Cash Flow] Secured Party, such Additional Agent or any New First Lien such Additional Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the [Cash Flow] Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL First Lien 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL First Lien Collateral Agent, any ABL First Lien Secured Party, the New First any Subordinated Lien Collateral Agent and any New First Subordinated Lien Secured Party may assign or otherwise transfer all or any portion of the ABL First Lien Obligations or the New First applicable Subordinated Lien Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Agent, the applicable Subordinated Lien Collateral Agent, any ABL First Lien Secured Party Party, or any New First Lien applicable Subordinated Secured Party, as the case may be, herein or otherwise. The ABL First Lien Secured Parties and the New First Subordinated Lien 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 Grantor on the faith hereof.
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Samples: Revolver Intercreditor Agreement (Building Materials Manufacturing Corp)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor and any Subsidiary of the Company any Borrower or any Grantor)Guarantor, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Samples: Intercreditor Agreement
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor and any Subsidiary of the Company any Borrower or any GrantorGuarantor (except as provided in the ABL Credit Agreement or 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 Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured PartyLender, the New First Lien Collateral Agent and Term Agent, or any New First Lien Secured Party Term Noteholder may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor and any Subsidiary of the Company any Borrower or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Lender, or any New First Lien Secured PartyTerm Noteholder, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations, the Discharge of Term Loan 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10 hereof. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Term Loan Agent, any Term Loan Secured Party, any Additional Agent and or any New First Lien Additional Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Loan Obligations or the New First Lien any Additional Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Loan Agent, any such ABL Secured Party Party, such Term Loan Secured Party, such Additional Agent or any New First Lien such Additional Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Loan Secured Parties and the New First Lien 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 to, or for the benefit of, any Grantor Credit Party on the faith hereof.
Appears in 1 contract
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations or 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, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and any New First Lien Term Agent, or any Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than the Companyin each case, any Grantor except as otherwise provided in such ABL Credit Agreement or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantorsuch 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 Collateral Agent, the New First Lien Collateral any Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL 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, successors and permitted transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor 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 Collateral Agent, any ABL Secured Party, the New First Lien Collateral Term Agent, any Term Secured Party, any Junior Agent and or any New First Lien Junior Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations or the New First Lien ObligationsJunior 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 CompanyBorrower, any Grantor Guarantor or any Affiliate of the Company Borrower or any Grantor Guarantor and any Subsidiary of the Company Borrower or any GrantorGuarantor (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 Collateral Agent, the New First Lien Collateral Term Agent, any Junior Agent, any ABL Secured Party, any Term Secured Party or any New First Lien Junior Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations, the Discharge of Term Loan Obligations and the Discharge of Additional 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10 hereof. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Term Loan Agent, any Term Loan Secured Party, any Additional Term Agent and or any New First Lien Additional Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Loan Obligations or the New First Lien any Additional Term Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Loan Agent, any such ABL Secured Party Party, such Term Loan Secured Party, such Additional Term Agent or any New First Lien such Additional Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Loan Secured Parties and the New First Lien any Additional Term 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations and the Discharge of 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Notes Agent and or any New First Lien Notes Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Notes Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor (except as provided in any ABL Credit Agreement or the Original Notes Indenture) and any Subsidiary of the Company any Borrower or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Agent, any ABL Secured Party Party, the Notes Agent or any New First Lien Notes Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL 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, successors and permitted transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor 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 Collateral Agent, any ABL Secured Party, the New First Lien Collateral Term Agent, any Term Secured Party, any Junior Agent and or any New First Lien Junior Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the Term Obligations or the New First Lien ObligationsJunior 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 CompanyBorrower, any Grantor Guarantor or any Affiliate of the Company Borrower or any Grantor Guarantor and any Subsidiary of the Company Borrower or any GrantorGuarantor (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 Collateral Agent, the New First Lien Collateral Term Agent, any Junior Agent, any ABL Secured Party, any Term Secured Party or any New First Lien Junior Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, 39168701_7 the Term Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations shall have occurredor the Discharge of Term Obligations, (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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Loan Party shall include any Grantor Loan Party as debtor-in-possession and any receiver or trustee for such Grantor Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor and any Subsidiary of the Company any Borrower or any Grantor), Guarantor) and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Loan Party on the faith hereof.
Appears in 1 contract
Samples: Abl Credit Agreement (Lands End Inc)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing herein is intended, or shall be construed construed, to give, give any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral, subject to Section 7.10. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral [Cash Flow] Agent, any [Cash Flow] Secured Party, any Additional Agent and or any New First Lien Additional Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations, the [Cash Flow] Obligations or the New First Lien any Additional Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral [Cash Flow] Agent, any such ABL Secured Party Party, such [Cash Flow] Secured Party, such Additional Agent or any New First Lien such Additional Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the [Cash Flow] Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Samples: Assumption Agreement (Veritiv Corp)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Senior Lien Obligations shall have occurredoccurred (subject to Section 5.4 hereof), (b) be binding upon the Parties and their successors and assigns, assigns and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral any Senior Lien Agent, any ABL Senior Lien Secured Party, the New First any Junior Lien Collateral Agent and or any New First Junior Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Senior Lien Obligations or the New First Junior Lien ObligationsObligations in accordance with any Senior Lien Credit Agreement or any Junior Lien Credit Agreement, in each case, as applicable, to any other Person (other than the CompanyBorrowers, any Grantor Guarantor or any Affiliate of the Company Borrowers or any Grantor and any Subsidiary of the Company Guarantor (in each case except as provided in such Senior Lien Credit Agreement or any Grantorsuch Junior Lien 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 Collateral such Senior Lien Agent, the New First such Junior Lien Collateral Agent, any ABL Senior Lien Secured Party or any New First Junior Lien Secured Party, as the case may be, herein or otherwise. The ABL Senior Lien Secured Parties and the New First Junior Lien 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 Grantor Credit Party on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the earlier of the Discharge of ABL Obligations or 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, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-in- possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and any New First Lien Term Agent, or any Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than the Companyin each case, any Grantor except as otherwise provided in such ABL Credit Agreement or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantorsuch 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 Collateral Agent, the New First Lien Collateral any Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) shall, subject to Section 5.3, (a) remain in full force and effect until the Discharge of ABL Obligations or the Discharge of Term Obligations shall have occurred, (b) be binding upon the Parties Agents and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties Agents and their respective successors, transferees and permitted assigns. Nothing Except as set forth in Section 7.4, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any other ABL Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien other Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any other ABL Secured Party Party, or any New First Lien other Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
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Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL First Lien Obligations shall have occurredoccurred (subject to Section 5.4 hereof), (b) be binding upon the Parties and their successors and assigns, assigns and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral First Lien Agent, any ABL First Lien Secured Party, the New First Second Lien Collateral Agent and or any New First Second Lien Secured Party may assign or otherwise transfer all or any portion of the ABL First Lien Obligations or the New Second Lien Obligations in accordance with any First Lien ObligationsCredit Agreement or any Second Lien Credit Agreement, in each case, as applicable, to any other Person (other than the CompanyBorrower, any Grantor Guarantor or any Affiliate of the Company Borrower or any Grantor and any Subsidiary of the Company Guarantor (in each case except as provided in such First Lien Credit Agreement or any Grantorsuch Second Lien 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 Collateral First Lien Agent, the New First Second Lien Collateral Agent, any ABL First Lien Secured Party or any New First Second Lien Secured Party, as the case may be, herein or otherwise. The ABL First Lien Secured Parties and the New First Second Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Samples: Credit Agreement (Foundation Building Materials, Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured PartyLender, the New First Lien Collateral Agent and Term Agent, or any New First Lien Secured Party Term Lender may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor or any Affiliate of the Company any Borrower or any Grantor and any Subsidiary of the Company any Borrower or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Lender, or any New First Lien Secured PartyTerm Lender, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations or 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, transferees and permitted assigns. Nothing Except as set forth in Section 7.4, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than the CompanyBorrower, any Grantor Guarantor or any Affiliate of the Company Borrower or any Grantor Guarantor and any Subsidiary of the Company Borrower or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
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Samples: Intercreditor Agreement (JOANN Inc.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations or 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, transferees and permitted assigns. Nothing Except as set forth in Section 7.4, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent and Term Agent, or any New First Lien Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien ObligationsTerm Obligations in accordance with the ABL Credit Agreement, other relevant ABL Document, the Term Credit Agreement or other relevant Term Document, in each case, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor Guarantor and any Subsidiary of the Company any Borrower or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the New First Lien Collateral Term Agent, any ABL Secured Party Party, or any New First Lien Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
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Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of 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, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any other ABL Secured Party, the New First Lien any Term Collateral Agent and Agent, or any New First Lien other Term Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the New First Lien Term Obligations, as applicable, to any other Person (other than the Companyany Borrower, any Grantor Guarantor or any Affiliate of the Company any Borrower or any Grantor and Guarantor (except as provided in any ABL Credit Agreement or any Term Agreement, as applicable), or any Subsidiary of the Company any Borrower or any GrantorGuarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the such ABL Collateral Agent, the New First Lien such Term Collateral Agent, any such other ABL Secured Party Party, or any New First Lien such other Term Secured Party, as the case may be, herein or otherwise. The Each of the ABL Secured Parties and the New First Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Samples: Intercreditor Agreement (Postmedia Network Canada Corp.)
Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Senior Lien Obligations shall have occurredoccurred (subject to Section 5.4 hereof), (b) be binding upon the Parties and their successors and assigns, assigns and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing Except as set forth in Section 7.4 hereof, nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor Credit Party shall include any Grantor Credit Party as debtor-in-possession and any receiver or trustee for such Grantor Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Senior Lien Agent, any ABL Senior Lien Secured Party, the New First Junior Lien Collateral Agent and or any New First Junior Lien Secured Party may assign or otherwise transfer all or any portion of the ABL Senior Lien Obligations or the New First Junior Lien ObligationsObligations in accordance with any Senior Lien Credit Agreement or any Junior Lien Credit Agreement, in each case, as applicable, to any other Person (other than the CompanyBorrowers, any Grantor Guarantor or any Affiliate of the Company Borrowers or any Grantor and any Subsidiary of the Company Guarantor (in each case except as provided in such Senior Lien Credit US-DOCS\79710835.5 Senior Junior Intercreditor Agreement Agreement or any Grantorsuch Junior Lien 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 Collateral Senior Lien Agent, the New First Junior Lien Collateral Agent, any ABL Senior Lien Secured Party or any New First Junior Lien Secured Party, as the case may be, herein or otherwise. The ABL Senior Lien Secured Parties and the New First Junior Lien 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 Grantor Credit Party on the faith hereof.
Appears in 1 contract
Samples: Credit Agreement (Herbalife Ltd.)