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

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations and the Discharge of DIP Term Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, 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 Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the DIP ABL Agent, any DIP ABL Lender, the DIP Term Agent, or any DIP Term Lender may assign or otherwise transfer all or any portion of the DIP ABL Obligations or the DIP Term Obligations, as applicable, to any other Person (other than any NYDOCS02/867883.5 DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any DIP ABL Lender, or any DIP Term Lender, as the case may be, herein or otherwise. The DIP ABL Secured Parties and the DIP Term Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations and the Discharge of DIP Term Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, 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 Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the DIP ABL Agent, any DIP ABL Lender, the DIP Term Agent, or any DIP Term Lender may assign or otherwise transfer all or any portion of the DIP ABL Obligations or the DIP Term Obligations, as applicable, to any other Person (other than any NYDOCS02/867883.5 DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any DIP ABL Lender, or any DIP Term Lender, as the case may be, herein or otherwise. The DIP ABL Secured Parties and the DIP Term Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations, the Discharge of [Cash Flow] Obligations and the Discharge of DIP Term 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 Collateral, subject to Section 7.10 hereof. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the DIP ABL Agent, any DIP ABL LenderSecured Party, the DIP Term [Cash Flow] Agent, any [Cash Flow] Secured Party, any Additional Agent or any DIP Term Lender Additional Secured Party may assign or otherwise transfer all or any portion of the DIP ABL Obligations, the [Cash Flow] Obligations or the DIP Term any Additional Obligations, as applicable, to any other Person (other than any NYDOCS02/867883.5 DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor)Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term [Cash Flow] Agent, any DIP such ABL LenderSecured Party, such [Cash Flow] Secured Party, such Additional Agent or any DIP Term Lendersuch Additional Secured Party, as the case may be, herein or otherwise. The DIP ABL Secured Parties, the [Cash Flow] Secured Parties and the DIP Term 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 Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations, the Discharge of Term Obligations and the Discharge of DIP Term 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 Collateral, subject to Section 7.10 hereof. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the DIP ABL Agent, any DIP ABL Lender, the DIP Term Agent, any Term Lender, any Additional Agent or any DIP Term Lender Additional Creditor may assign or otherwise transfer all or any portion of the DIP ABL Obligations, the Term Obligations or the DIP Term any Additional Obligations, as applicable, to any other Person (other than any NYDOCS02/867883.5 DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, Borrower or any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of any DIP ABL Borrower, Borrower or any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any DIP such ABL Lender, or any DIP such Term Lender, such Additional Agent or such Additional Creditor, as the case may be, herein or otherwise. The DIP ABL Secured Parties, the Term Secured Parties and the DIP Term 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 Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations and the Discharge of DIP Term Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, 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 Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the DIP ABL Agent, any DIP ABL Lender, the DIP Term Agent, or any DIP Term Lender Noteholder may assign or otherwise transfer all or any portion of the DIP ABL Obligations or the DIP Term Obligations, as applicable, to any other Person (other than any NYDOCS02/867883.5 DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, Borrower or any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of any DIP ABL Borrower, Borrower or any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any DIP ABL Lender, or any DIP Term LenderNoteholder, as the case may be, herein or otherwise. The DIP ABL Secured Parties and the DIP Term Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations and the Discharge of DIP Term Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, 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 Collateral. All references to any Credit Loan Party shall include any Credit Loan Party as debtor-in-possession and any receiver or trustee for such Credit Loan Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the DIP ABL Agent, any DIP ABL LenderSecured Party, the DIP Term Agent, or any DIP Term Lender Secured Party may assign or otherwise transfer all or any portion of the DIP ABL Obligations or the DIP Term ObligationsObligations in accordance with the ABL Credit Agreement or the Term Credit Agreement, in each case, as applicable, to any other Person (other than any NYDOCS02/867883.5 DIP ABL the Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of the Borrower or any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of the Borrower or any DIP Guarantor (except as provided in the ABL BorrowerCredit Agreement or the Term Credit Agreement, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantoras applicable)), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any DIP ABL LenderSecured Party, or any DIP Term LenderSecured Party, as the case may be, herein or otherwise. The DIP ABL Secured Parties and the DIP Term Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness Indebtedness to, or for the benefit of, any Credit Loan Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations and the Discharge of DIP Term Loan/Notes Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, 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 Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the DIP ABL Agent, any DIP ABL Lender, the DIP First Lien Term Agent, any First Lien Term Lender, the First Lien Notes Agent, any First Lien Notes Secured Party, or any DIP Future Term Lender Loan/Notes Indebtedness Secured Party may assign or otherwise transfer all or any portion of the DIP ABL Obligations or the DIP Term Loan/Notes Obligations, as applicable, to any other Person (other than any NYDOCS02/867883.5 DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP Borrower or any Guarantor (except as provided in the ABL BorrowerCredit Agreement, any DIP ABL GuarantorFirst Lien Term Credit Agreement, or the DIP Term Borrower, any DIP Term Guarantor First Lien Notes Indenture) and any Subsidiary of any DIP ABL Borrower, Borrower or any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, any ABL Lender, the DIP First Lien Term Agent, any DIP ABL First Lien Term Lender, the First Lien Notes Agent, any First Lien Notes Secured Party, or any DIP Future Term LenderLoan/Notes Indebtedness Secured Party, as the case may be, herein or otherwise. The DIP ABL Secured Parties and the DIP Term Loan/Notes Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness Indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

Continuing Agreement, Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations and the Discharge of DIP Term 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, 39168701_7 remedy or claim under, to or in respect of this Agreement or any Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), to the DIP extent permitted by the applicable Credit Document, the ABL Agent, any DIP ABL LenderSecured Party, the DIP Term Agent, any Term Secured Party, any Junior Agent or any DIP Term Lender Junior Secured Party may assign or otherwise transfer all or any portion of the DIP ABL Obligations, the Term Obligations or the DIP Junior Obligations in accordance with the ABL Credit Agreement, the Term ObligationsCredit Agreement or Junior Agreement, in each case, as applicable, to any other Person (other than any NYDOCS02/867883.5 DIP ABL the Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of the Borrower or any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of the Borrower or any DIP Guarantor (except as provided in any ABL BorrowerCredit Agreement, any DIP ABL GuarantorTerm Credit Agreement or any Junior Agreement, the DIP Term Borrower, any DIP Term Guarantoras applicable)), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any DIP Junior Agent, any ABL LenderSecured Party, any Term Secured Party or any DIP Term LenderJunior Secured Party, as the case may be, herein or otherwise. The DIP ABL Secured Parties, the Term Secured Parties and the DIP Term 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 Indebtedness to, or for the benefit of, any Credit Party on the faith hereof.