Common use of Continuing Security Interest; Assignments Clause in Contracts

Continuing Security Interest; Assignments. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest to occur of (i) the indefeasible payment in full in cash of the Obligations, (ii) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and (iii) the expiration or termination of all Letters of Credit, (b) be binding upon the Pledgor, its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (c) inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible payment in full in cash of the Obligations, the expiration or termination of all obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and the expiration or termination of the Letters of Credit, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Administrating Bank will, at the Pledgor's expense, execute and deliver to the Pledgor such documents and take such other actions as the Pledgor shall reasonably request to evidence such termination.

Continuing Security Interest; Assignments. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) remain in full force and effect until the latest to occur later of (ix) the indefeasible payment in full in cash of the Secured Obligations, (iiy) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement Revolving Commitments and (iiiz) the expiration or termination cancellation of all Letters of CreditCredit (or such Letters of Credit being cash collateralized or backed up by letters of credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement), (bii) be binding upon and inure to the Pledgorbenefit of, and be enforceable by, each Pledgor and its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (ciii) be binding upon and inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties Agent and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible later of (i) the payment in full in cash of the Secured Obligations, the expiration or termination of all obligations of the Participating Banks under Section 5(a(ii) of the Reimbursement Agreement and the expiration or termination of the Revolving Commitments and (iii) the cancellation of all Letters of CreditCredit (or such Letters of Credit being cash collateralized or backed up by letters of credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement), the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgorapplicable Pledgors. Upon any such termination, the Administrating Bank Agent will, at the Pledgor's Pledgors’ expense, execute and deliver to the Pledgor Pledgors such documents and take such other actions as the Pledgor Pledgors shall reasonably request to evidence such terminationtermination and will assign, transfer and deliver to the Pledgors, without recourse and without representation or warranty, such of the Pledged Collateral as may then be in possession of the Agent. Except as provided otherwise in the Loan Agreement, upon any sale or other disposition by any Pledgor of any Pledged Collateral in a transaction expressly permitted under the Loan Agreement and the receipt by the Agent of the proceeds of such sale or other disposition if and as required by the Loan Agreement, the Lien and security interest created by this Pledge Agreement in and upon such Pledged Collateral shall be automatically released; and in connection with any such release, the Agent, at the request and expense of the applicable Pledgor, will execute and deliver to such Pledgor such documents and instruments evidencing such release or termination as such Pledgor may reasonably request and will assign, transfer, and deliver to such Pledgor, without recourse and without representation or warranty, such of the Pledged Collateral so being released as may then be in the possession of the Agent.

Continuing Security Interest; Assignments. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) remain in full force and effect until the latest to occur later of (ix) the indefeasible payment in full in cash of the Obligations, Obligations and all other amounts payable under this Agreement and (iiy) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and (iii) the expiration or termination of all Letters of CreditCommitments, (bii) be binding upon the PledgorAccount Party, its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (ciii) inure to the benefit of, and be enforceable by, the Administrating Issuing Bank, the other Secured Parties Agent, the Participating Banks and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), any Participating Bank may may, subject to Section 10.06 of the Reimbursement Agreement, assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in obligations under the Reimbursement AgreementAgreement (including, without limitation, all or any portion of its Commitment and the Advances owing to it) to any other person or entity, and such assignee other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible later of the payment in full in cash of the Obligations, the expiration or termination of Obligations and all obligations of the Participating Banks other amounts payable under Section 5(a) of the Reimbursement this Agreement and the expiration or termination of the Letters of CreditCommitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the PledgorAccount Party. Upon any such termination, the Administrating Issuing Bank will, at the PledgorAccount Party's expense, return to the Account Party such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof and execute and deliver to the Pledgor Account Party such documents and take such other actions as the Pledgor Account Party shall reasonably request to evidence such termination.

Continuing Security Interest; Assignments. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) remain in full force and effect until the latest to occur later of (ix) the indefeasible payment in full in cash and termination of the Secured Obligations, (iiy) the expiration or cancellation of all Letters of Credit and L/C Guaranties, and (z) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement Revolving Credit Commitments and (iii) the expiration or termination of all any further commitment of any Issuing Bank to open or the Agent to cause to be opened Letters of Credit (or the payment in full of the Secured Obligations in respect of Letters of Credit), (bii) be binding upon and inure to the Pledgorbenefit of, and be enforceable by, each Pledgor and its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (ciii) be binding upon and inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties Agent and their respective its successors, transferees and assigns. Without limiting Upon (i) the generality of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible payment in full in cash and termination of the ObligationsSecured Obligations then outstanding, (ii) the expiration or termination cancellation of all obligations Letters of the Participating Banks under Section 5(aCredit and L/C Guaranties, (iii) of the Reimbursement Agreement and the expiration or termination of the Revolving Credit Commitments, and (iii) the expiration or termination of any further commitment of any Issuing Bank to open or the Agent to cause to be opened Letters of Credit (or the payment in full of the Secured Obligations in respect of Letters of Credit), the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgorapplicable Pledgors. Upon any such termination, the Administrating Bank Agent will, at the Pledgor's Pledgors' expense, execute and deliver to the Pledgor Pledgors such documents and take such other actions as the Pledgor Pledgors shall reasonably request to evidence such termination.

Continuing Security Interest; Assignments. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) remain in full force and effect until the latest to occur later of (ix) the indefeasible payment and performance in full in cash of the Secured Obligations, (iiy) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement Commitments and (iiiz) the expiration or termination cancellation and return of all Letters of CreditCredit (or, to the extent not so cancelled and returned, the deposit with the Agent of Supporting Letters of Credit for such outstanding Letters of Credit (or related Credit Support) in accordance with and as required by Section 1.3(g) of the Credit Agreement), (bii) be binding upon and inure to the Pledgorbenefit of, and be enforceable by, each Pledgor and its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (ciii) be binding upon and inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties Agent and their respective its successors, transferees and assigns. Without limiting Upon the generality later of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon i) the indefeasible payment and performance in full in cash of the Secured Obligations, the expiration or termination of all obligations of the Participating Banks under Section 5(a(ii) of the Reimbursement Agreement and the expiration or termination of the Commitments and (iii) the cancellation and return of all Letters of CreditCredit (or, to the extent not so cancelled and returned, the deposit with the Agent of Supporting Letters of Credit for such outstanding Letters of Credit (or related Credit Support) in accordance with and as required by Section 1.3(g) of the Credit Agreement), the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgorapplicable Pledgors. Upon any such termination, the Administrating Bank Agent will, at the Pledgor's Pledgors' expense, execute and deliver to the Pledgor Pledgors such documents and take such other actions as the Pledgor Pledgors shall reasonably request to evidence such terminationtermination and will assign, transfer and deliver to the Pledgors, without recourse and without representation or warranty, such of the Pledged Collateral as may then be in possession of the Agent. Notwithstanding anything in this Pledge Agreement to the contrary, upon any sale, transfer (including, without limitation, by merger or consolidation) or other disposition by any Pledgor of any Pledged Collateral in a transaction expressly permitted under the Credit Agreement and the receipt by the Agent of the Net Proceeds of such sale or other disposition as required by the Credit Agreement, the Lien and security interest created by this Pledge Agreement in and upon such Pledged Collateral shall be automatically released, and in connection with any such release, the Agent, at the request and expense of the applicable Pledgor, will execute and deliver to such Pledgor such documents and instruments evidencing such release or termination as such Pledgor may reasonably request and will assign, transfer and deliver to such Pledgor, without recourse and without representation or warranty, such of the Pledged Collateral so being released as may then be in the possession of the Agent.

Continuing Security Interest; Assignments. This Security Agreement shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the latest to occur later of (ix) the indefeasible payment in full in cash and termination of the Secured Obligations, (iiy) the expiration or cancellation of all Letters of Credit and L/C Guaranties and (z) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement Revolving Credit Commitments and (iii) the expiration or termination of all any further commitment of any Issuing Bank to open or the Agent to cause to be opened Letters of Credit (or the payment in full of the Secured Obligations in respect of Letters of Credit), (bii) be binding upon and inure to the Pledgorbenefit of, and be enforceable by, each Grantor and its successors and permitted assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (ciii) be binding upon and inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties Agent and their respective its successors, permitted transferees and permitted assigns. Without limiting Upon (i) the generality of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible payment in full in cash and termination of the ObligationsSecured Obligations then outstanding, (ii) the expiration or termination cancellation of all obligations Letters of the Participating Banks under Section 5(aCredit and L/C Guaranties, (iii) of the Reimbursement Agreement and the expiration or termination of the Revolving Credit Commitments, and (iv) the expiration or termination of any further commitment of any Issuing Bank to open or the Agent to cause to be opened Letters of Credit (or the payment in full of the Secured Obligations in respect of Letters of Credit), the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgorapplicable Grantors. Upon any such termination, the Administrating Bank Agent will, at the Pledgor's Grantors' expense, execute and deliver to the Pledgor Grantors such documents and take such other actions as the Pledgor Grantors shall reasonably request to evidence such termination.