Common use of Successors and Assigns; Benefit of Agreement Clause in Contracts

Successors and Assigns; Benefit of Agreement. (a) All of the terms of this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, and will be binding upon and inure to the benefit of and be enforceable by any holder or holders at any time of the Obligations owed to a Second Lien Secured Party, or any part thereof. (b) None of the Grantors may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the ABL Loan Collateral Agent (acting on the instructions of the Administrative Agent) and the Inventory Collateral Agent (acting on the instructions of the Inventory Party), and any purported assignment, delegation or other transfer in violation of this provision will be void and of no effect. (c) The Inventory Collateral Agent may assign or transfer its rights under this Agreement in the manner permitted under the Intercreditor Agreement. (d) Each Grantor waives and will not assert against any assignee of the Inventory Collateral Agent any claims, defenses or set offs which such Grantor could assert against the prior Inventory Collateral Agent except for defenses which cannot be waived under applicable law. (e) The Inventory Collateral Agent and the other Second Lien Secured Parties will hold in accordance with this Agreement (and to the extent applicable, the Intercreditor Agreement) all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Inventory Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Inventory Documents and the Intercreditor Agreement. The Inventory Collateral Agent shall act hereunder on the terms and conditions set forth herein, in the Inventory Documents and in the Intercreditor Agreement.

Successors and Assigns; Benefit of Agreement. (a) All of the terms of this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, and will be binding upon and inure to the benefit of and be enforceable by any holder or holders at any time of the Obligations owed to a Second First Lien Secured Party, or any part thereof. (b) None of the Grantors may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the ABL Loan Collateral Agent (acting on the instructions of the Administrative Agent) and the Inventory Collateral Agent (acting on the instructions of the Inventory Party), and any purported assignment, delegation or other transfer in violation of this provision will be void and of no effect. (c) The Inventory Collateral Agent may assign or transfer its rights under this Agreement in the manner permitted under the Intercreditor Agreement. (d) Each Grantor waives and will not assert against any assignee of the Inventory Collateral Agent any claims, defenses or set offs which such Grantor could assert against the prior Inventory Collateral Agent except for defenses which cannot be waived under applicable law. (e) The Inventory Collateral Agent and the other Second First Lien Secured Parties will hold in accordance with this Agreement (and to the extent applicable, the Intercreditor Agreement) all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Inventory Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Inventory Facility Documents and the Intercreditor Agreement. The Inventory Collateral Agent shall act hereunder on the terms and conditions set forth herein, in the Inventory Facility Documents and in the Intercreditor Agreement.

Successors and Assigns; Benefit of Agreement. (a) All of the terms of this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, and will be binding upon and inure to the benefit of and be enforceable by any holder or holders at any time of the Obligations owed to a Second First Lien Secured Party, or any part thereof. (b) None of the Grantors may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the ABL Loan Collateral Agent (acting on the instructions of the Administrative Agent) and the Inventory Collateral Agent (acting on the instructions of the Inventory Party), and any purported assignment, delegation or other transfer in violation of this provision will be void and of no effect. (c) The Inventory ABL Loan Collateral Agent may assign or transfer its rights under this Agreement in the manner permitted under the Intercreditor Agreement. (d) Each Grantor waives and will not assert against any assignee of the Inventory ABL Loan Collateral Agent any claims, defenses or set offs which such Grantor could assert against the prior Inventory ABL Loan Collateral Agent except for defenses which cannot be waived under applicable law. (e) The Inventory ABL Loan Collateral Agent and the other Second First Lien Secured Parties will hold in accordance with this Agreement (and to the extent applicable, the Intercreditor Agreement) all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Inventory ABL Loan Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Inventory ABL Loan Documents and the Intercreditor Agreement. The Inventory ABL Loan Collateral Agent shall act hereunder on the terms and conditions set forth herein, in the Inventory ABL Loan Documents and in the Intercreditor Agreement.

Successors and Assigns; Benefit of Agreement. (a) All of the terms of this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, and will be binding upon and inure to the benefit of and be enforceable by any holder or holders at any time of the Obligations owed to a Second First Lien Secured Party, or any part thereof. (b) None of the Grantors The Pledgor may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the ABL Loan Collateral Agent (acting on the instructions of the Administrative Agent) and the Inventory Collateral Agent (acting on the instructions of the Inventory Party), and any purported assignment, delegation or other transfer in violation of this provision will be void and of no effect. (c) The Inventory Collateral Agent may assign or transfer its rights under this Agreement in the manner permitted under the Intercreditor Agreement. (d) Each Grantor The Pledgor waives and will not assert against any assignee of the Inventory Collateral Agent any claims, defenses or set offs which such Grantor the Pledgor could assert against the prior Inventory Collateral Agent except for defenses which cannot be waived under applicable law. (e) The Inventory Collateral Agent and the other Second First Lien Secured Parties will hold in accordance with this Agreement (and to the extent applicable, the Intercreditor Agreement) all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Inventory Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Inventory Documents and the Intercreditor Agreement. The Inventory Collateral Agent shall act hereunder on the terms and conditions set forth herein, in the Inventory Documents and in the Intercreditor Agreement.

Successors and Assigns; Benefit of Agreement. (a) All of the terms of this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, and will be binding upon and inure to the benefit of and be enforceable by any holder or holders at any time of the Obligations owed to a Second Lien Secured Party, or any part thereof. (b) None of the Grantors The Pledgor may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the ABL Loan Collateral Agent (acting on the instructions of the Administrative Agent) and the Inventory Collateral Agent (acting on the instructions of the Inventory Party), and any purported assignment, delegation or other transfer in violation of this provision will be void and of no effect. (c) The Inventory ABL Loan Collateral Agent may assign or transfer its rights under this Agreement in the manner permitted under the Intercreditor Agreement. (d) Each Grantor The Pledgor waives and will not assert against any assignee of the Inventory ABL Loan Collateral Agent any claims, defenses or set offs which such Grantor the Pledgor could assert against the prior Inventory ABL Loan Collateral Agent except for defenses which cannot be waived under applicable law. (e) The Inventory ABL Loan Collateral Agent and the other Second First Lien Secured Parties will hold in accordance with this Agreement (and to the extent applicable, the Intercreditor Agreement) all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Inventory ABL Loan Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Inventory ABL Loan Documents and the Intercreditor Agreement. The Inventory ABL Loan Collateral Agent shall act hereunder on the terms and conditions set forth herein, in the Inventory ABL Loan Documents and in the Intercreditor Agreement.

Successors and Assigns; Benefit of Agreement. (a) All of the terms of this Agreement will be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns, and will be binding upon and inure to the benefit of and be enforceable by any holder or holders at any time of the Obligations owed to a Second Lien an ABL Loan Secured Party, or any part thereof. (b) None of the Grantors may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of all the ABL Loan Collateral Agent (acting on the instructions of the Administrative Agent) and the Inventory Collateral Agent (acting on the instructions of the Inventory Party), and any purported assignment, delegation or other transfer in violation of this provision will be void and of no effect. (c) The Inventory ABL Loan Collateral Agent may assign or transfer its rights under this Agreement in the manner permitted under the Intercreditor Agreement. (d) Each Grantor waives and will not assert against any assignee of the Inventory ABL Loan Collateral Agent any claims, defenses or set offs which such Grantor could assert against the prior Inventory ABL Loan Collateral Agent except for defenses which cannot be waived under applicable law. (e) The Inventory ABL Loan Collateral Agent and the other Second Lien Secured Parties will hold in accordance with this Agreement (and to the extent applicable, the Intercreditor Agreement) all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Inventory ABL Loan Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement, the Inventory ABL Loan Documents and the Intercreditor Agreement. The Inventory ABL Loan Collateral Agent shall act hereunder on the terms and conditions set forth herein, in the Inventory ABL Loan Documents and in the Intercreditor Agreement.