Common use of Continuing Security Interest; Assignments under the Credit Agreement Clause in Contracts

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been asserted), (ii) the termination in full of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lenders), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transferee, and such permitted transferee shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no are not then due and payable; provided that in the case of any such obligations as to which the Administrative Agent or any Lender has made a claim which has not been assertedsatisfied, such obligations have been cash collateralized in an amount sufficient in the reasonable judgment of the Administrative Agent or such Lender to satisfy such claim), (ii) the termination in full or expiration of the Commitments all Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements, and (iii) the latest earlier of (A) the Termination Date and (B) the date of expiration or termination of all Letters of Credit (or receipt by on which the Company shall have executed and delivered to the Administrative Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek agreement, in form and substance reasonably satisfactory to enforce any the Administrative Agent, terminating its rights that it has or may have in accordance with Section 2.03 under Sections 2.18 and 2.19 of the Credit Agreement against (such latest event, the Agent or the Lenders“Discharge”), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 9.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral of each Grantor party hereto and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been asserted), (ii) the termination in full of the Commitments and (iii) the latest date of termination or expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Form of Security Agreement Cash Management Agreements (or receipt by or, in the Agent case of Letters of Credit, the cash collateralization thereof in an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek amount equal to enforce any rights that it has or may have in accordance with Section 2.03 105% of the Credit Agreement against the Agent or the Lendersface value thereof), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and assigns; provided, however, that upon any Grantor ceasing to be a Guarantor pursuant to the terms of the Credit Agreement or the Guaranty (whether by a permitted assignsdisposition of the Equity Interests in such Grantor or otherwise), this Agreement and all related Collateral Documents will terminate as to such Grantor. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 11.06 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no are not then due and payable; provided that in the case of any such obligations as to which the Foreign Administrative Agent or any Foreign Lender Party has made a claim which has not been assertedsatisfied, such obligations have been cash collateralized in an amount sufficient in the reasonable judgment of the Foreign Administrative Agent or such Foreign Lender Party to satisfy such claim), (ii) the termination or expiration of all Foreign Letters of Credit and Foreign Secured Cash Management Agreements (or the date on which all Foreign L/C Obligations shall have been Cash Collateralized and all obligations under Foreign Secured Cash Management Agreements shall have been cash collateralized in full of the Commitments a manner reasonably satisfactory to each applicable Foreign Cash Management Bank), and (iii) the latest date of termination or expiration or termination of all Letters Foreign Revolving Credit Commitments (including the termination or expiration of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any Borrowers’ rights that it has or may have in accordance with under Section 2.03 2.19 of the Credit Agreement against Agreement) (such latest event, the Agent or the Lenders“Discharge”), (b) be binding upon each Foreign Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Foreign Administrative Agent hereunder, to the benefit of the Foreign Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Foreign Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentsForeign Revolving Credit Commitment, the Loans Foreign Revolving Credit Advances owing to it and the Note or Notes, if any, held by itit in respect of such Foreign Revolving Credit Advances) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Foreign Lender Party herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral of each Grantor party hereto and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been asserted), (ii) the termination in full of the Commitments and (iii) the latest date of termination or expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (or receipt by or, in the Agent case of Letters of Credit, the cash collateralization thereof in an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek amount equal to enforce any rights that it has or may have in accordance with Section 2.03 105% of the Credit Agreement against the Agent or the Lendersface value thereof), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and assigns; provided, however, that upon any Grantor ceasing to be a Guarantor pursuant to the terms of the Credit Agreement or the Guaranty (whether by a permitted assignsdisposition of the Equity Interests in such Grantor or otherwise), this Agreement and all related Collateral Documents will terminate as to such Grantor. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 11.06 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no are not then due and payable; provided that in the case of any such obligations as to which the Administrative Agent or any Lender Party has made a claim which has not been assertedsatisfied, such obligations have been cash collateralized in an amount sufficient in the reasonable judgment of the Administrative Agent or such Lender Party to satisfy such claim), (ii) the termination or expiration of all Letters of Credit and Secured Cash Management Agreements (or the date on which all L/C Obligations shall have been Cash Collateralized and all obligations under Secured Cash Management Agreements shall have been cash collateralized in full of the Commitments a manner reasonably satisfactory to each applicable Cash Management Bank), and (iii) the latest date of termination or expiration or termination of all Letters Commitments (including the termination or expiration of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any Borrowers’ rights that it has or may have in accordance with under Section 2.03 2.19 of the Credit Agreement against Agreement) (such latest event, the Agent or the Lenders“Discharge”), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no are not then due and payable; provided that in the case of any such obligations as to which the US Administrative Agent or any US Lender Party has made a claim which has not been assertedsatisfied, such obligations have been cash collateralized in an amount sufficient in the reasonable judgment of the US Administrative Agent or such US Lender Party to satisfy such claim), (ii) the termination or expiration of all US Letters of Credit and US Secured Cash Management Agreements (or the date on which all US L/C Obligations shall have been Cash Collateralized and all obligations under US Secured Cash Management Agreements shall have been cash collateralized in full of the Commitments a manner reasonably satisfactory to each applicable US Cash Management Bank), and (iii) the latest date of termination or expiration or termination of all Letters US Revolving Credit Commitments (including the termination or expiration of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any Borrowers’ rights that it has or may have in accordance with under Section 2.03 2.19 of the Credit Agreement against Agreement) (such latest event, the Agent or the Lenders“Discharge”), (b) be binding upon each US Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the US Administrative Agent hereunder, to the benefit of the US Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any US Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentsUS Revolving Credit Commitment, the Loans US Revolving Credit Advances owing to it and the Note or Notes, if any, held by itit in respect of such US Revolving Credit Advances) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such US Lender Party herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until the latest later of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than in respect of contingent indemnification and reimbursement obligations for which no claim has been asserted), (iimade) and the termination in full of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by other than to the Agent extent that the Outstanding Amount of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it the L/C Obligations related thereto has or may have been Cash Collateralized in accordance with Section 2.03 the terms of the Credit Agreement against or a backstop letter of credit reasonably satisfactory to the Agent or applicable L/C Issuer is in place) and (ii) the Lenders)Latest Maturity Date, (b) be binding upon each Grantor, its successors and permitted assigns (including all Persons who become bound as a debtor to this Agreement) and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and their respective successors, permitted transferees successors and permitted assigns. Without limiting the generality of the foregoing clause (c), (x) no Grantor shall have the right to assign its rights or delegate its obligations under this Agreement or any interest herein, without the extent permitted in Section 9.08 prior written consent of the Credit Agreement, Administrative Agent and (y) any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case to the extent (and subject to the limitations) provided in Section 11.07 of the Credit Agreement. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, hereunder.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect unless and until the latest of (i) all of the payment Secured Obligations shall have been paid in full in cash of all Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been assertedL/C Obligations, Obligations in respect of Secured Hedge Agreements, and Obligations in respect of Qualified Foreign Credit Facilities), (ii) all Letters of Credit shall have expired or been terminated or Cash Collateralized, (iii) all Secured Hedge Agreements and all Qualified Foreign Credit Facilities shall have expired or been terminated or collateral security provided in respect thereof in form and substance reasonably satisfactory to the counterparty to such Secured Hedge Agreement or the Qualified Foreign Lender under such Qualified Foreign Credit Facility, as applicable, and (iv) the Commitments shall have expired or been terminated (the first date on which all of the foregoing conditions have been met being the "Termination Date"; provided, however, that in the case of the termination or expiration of all Letters of Credit, Secured Hedge Agreements or Qualified Foreign Credit Facilities as described in full of the Commitments clauses (ii) and (iii) above (and not in the latest date case of expiration a Cash Collateralization or termination collateral security being provided as described in clauses (ii) and (iii) above), the Termination Date shall not occur until (x) all L/C Obligations, all Obligations in respect of Secured Hedge Agreements, and all Letters Obligations in respect of Qualified Foreign Credit Facilities, as applicable, shall have been paid in full in cash and (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 y) all of the Credit Agreement against the Agent or the Lenders)other conditions in clauses (i) through (iv) have been met, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.06 of the Credit Agreement.