Common use of Continuing Security Interest; Transfer of Interest Clause in Contracts

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured Party, shall (i) remain in full force and effect until such time when each following shall have occurred: (A) the payment in full of all Secured Obligations and all other amounts payable under the Loan Documents, (B) the termination or expiration of all Letters of Credit, (C) the termination of all Hedge Contracts with the Credit Parties, and (D) the termination of all the Commitments (such time being referred to herein as the “Pledge Termination”), (ii) be binding upon the Pledgors, the Secured Party, the other Credit Parties and their successors, and assigns, (iii) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and the Issuing Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (iv) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii), when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured PartyAdministrative Agent, shall (i) remain in full force and effect until such time when each following shall have occurred: (A) the indefeasible payment in full of all in cash of, and termination of, the Secured Obligations and all other amounts payable under the Loan Documents, (B) the termination or expiration of all Letters of Credit, (C) the termination of all Hedge Contracts with the Commitments under the Credit Parties, and (D) the termination of all the Commitments (such time being referred to herein as the “Pledge Termination”)Agreement, (ii) be binding upon the Pledgors, the Secured PartyAdministrative Agent, the other Credit Secured Parties and their successors, and assigns, and (iii) inure inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be enforceable by binding upon, the Administrative Agent, each Lender, and the Issuing Lender, Secured Parties and their respective successors, andtransferees, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (iv) inure to the benefit of and be enforceable by a binding upon, the Swap Counterparty Counterparties, and each of its successors, transferees their respective successors and assigns only to the extent such successorsuccessors, transferee or assign transferees, and assigns of a Swap Counterparty is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender Secured Party assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than an Interest Hedge Agreement or a Hydrocarbon Hedge ContractAgreement) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under an Interest Hedge Agreement or a Hydrocarbon Hedge Contract Agreement to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured Party, shall (ia) other than as provided in Section 7.04(c) below, remain in full force and effect until such time when each following shall have occurred: (A) the indefeasible payment in full in cash of all the Secured Obligations and (including all other amounts payable under the Loan DocumentsLetter of Credit Obligations), (B) the termination or expiration of all Letters of Credit, (C) Credit and the termination of all Hedge Contracts with obligations of the Credit PartiesIssuing Banks and the Banks in respect of Letters of Credit, and (D) the termination of all Interest Rate Contracts and the Commitments (such time being referred to herein as termination of all obligations of the “Pledge Termination”)Banks in respect of Interest Rate Contracts, and the termination or expiration of the Commitments, (iib) be binding upon the Pledgors, the Secured Party, the other Credit Parties each Pledgor and their its successors, and assigns, (iii) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and the Issuing Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (ivc) inure inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be enforceable by a binding upon, the Secured Party, the Issuing Banks, and the Banks and their respective successors, transferees, and assigns, and to the benefit of and be binding upon, the Swap Counterparty Counterparties, and each of its their respective successors, transferees transferees, and assigns to the extent such successorsuccessors, transferee or assign transferees, and assigns of a Swap Counterparty is a Lender Bank or an Affiliate of a LenderBank. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender Bank assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Credit Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Credit Document, that other Person shall thereupon become vested with all the benefits held by such Lender Bank under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Security Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured Party, shall (ia) remain in full force and effect until such time when each following shall have occurred: (A) the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration or cash collateralization of all Secured Obligations Letters of Credit and the termination of all other amounts payable under obligations of the Loan DocumentsIssuing Banks and the Lenders in respect of Letters of Credit, (B) the termination of all Lender Hedging Agreements and the termination of all obligations of the Swap Counterparties in respect of the Lender Hedging Agreements, and the termination or expiration of all Letters of Creditthe Commitments, (C) the termination of all Hedge Contracts with the Credit Parties, and (D) the termination of all the Commitments (such time being referred to herein as the “Pledge Termination”), (iib) be binding upon the Pledgors, the Secured Party, the other Credit Parties each Grantor and their its successors, and assigns, (iii) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and the Issuing Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (ivc) inure inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be enforceable by a binding upon, the Secured Party, the Issuing Banks, and the Lenders and their respective successors, transferees, and assigns, and to the benefit of and be binding upon, the Swap Counterparty Counterparties, and each of its their respective successors, transferees transferees, and assigns to the extent such successorsuccessors, transferee or assign transferees, and assigns of a Swap Counterparty is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Credit Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Credit Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Security Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured Party, shall (ia) other than as provided in Section 7.04(c) below, remain in full force and effect until such time when each following shall have occurred: (A) the indefeasible payment in full in cash of all the Secured Obligations and (including all other amounts payable under the Loan DocumentsLetter of Credit Obligations), (B) the termination or expiration of all Letters of Credit, (C) Credit and the termination of all Hedge Contracts with obligations of the Credit PartiesIssuing Banks and the Lenders in respect of Letters of Credit, and (D) the termination of all Lender Hedging Agreements and the Commitments (such time being referred to herein as termination of all obligations of the “Pledge Termination”)Lenders in respect of Lender Hedging Agreements, and the termination or expiration of the Commitments, (iib) be binding upon the Pledgors, the Secured Party, the other Credit Parties each Pledgor and their its successors, and assigns, (iii) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and the Issuing Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (ivc) inure inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be enforceable by a binding upon, the Secured Party, the Issuing Banks, and the Lenders and their respective successors, transferees, and assigns, and to the benefit of and be binding upon, the Swap Counterparty Counterparties, and each of its their respective successors, transferees transferees, and assigns to the extent such successorsuccessors, transferee or assign transferees, and assigns of a Swap Counterparty is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Credit Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Credit Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured PartyAdministrative Agent, shall (i) remain in full force and effect until such time when each following shall have occurred: Pledge Termination (A) the payment in full of all Secured Obligations and all other amounts payable under the Loan Documents, (B) the termination or expiration of all Letters of Credit, (C) the termination of all Hedge Contracts with the Credit Parties, and (D) the termination of all the Commitments (such time being referred to herein as the “Pledge Termination”defined below), (ii) be binding upon the Pledgors, the Secured Party, the other Credit Parties Pledgor and their its successors, and assigns, (iii) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and the Issuing Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (iviii) inure inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be enforceable by a binding upon, each Secured Party (other than the Swap Counterparty Counterparties and the Banking Service Providers) and each of its successors, transferees transferees, and assigns assigns, and to the benefit of and be binding upon, the Swap Counterparties and each successor, transferee, and assign of the Swap Counterparties and the Banking Service Providers and each successor, transferee, and assign of the Banking Service Providers to the extent such successor, transferee or transferee, and assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Furthermore, when any Swap Counterparty or any Banking Service Provider assigns or otherwise transfers any interest held by it under a Hedge Contract or any Banking Service to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.. Exhibit H-2 to Credit Agreement

Continuing Security Interest; Transfer of Interest. (a) This Pledge Security Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured Party, shall (ia) remain in full force and effect until such time when each following shall have occurred: (A) the indefeasible payment in full in cash of all the Secured Obligations and (including all other amounts payable under the Loan DocumentsLetter of Credit Obligations), (B) the termination or expiration of all Letters of Credit and the termination of all obligations of the Issuing Lender and the Lenders in respect of Letters of Credit, (C) the termination of all Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made or have been deemed to have to been made under Section 8.08(b) of the Credit Parties, Agreement) and (D) the termination of all obligations of the Commitments (Swap Counterparties in respect of such time being referred to herein as Hedge Contracts, and the “Pledge Termination”)termination or expiration of the Commitments, (iib) be binding upon the Pledgors, the Secured Party, the other Credit Parties each Grantor and their its successors, tranferees and assigns, and (iiic) inure inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be enforceable by the Administrative Agentbinding upon, each Lender, Beneficiary (other than Swap Counterparties) and the Issuing Lender, and their respective each of its successors, andtransferees, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (iv) inure to the benefit of and be enforceable by a binding upon, the Swap Counterparty Counterparties and each successor, transferee, and assign of its successors, transferees and assigns the Swap Counterparties to the extent such successor, transferee or transferee, and assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Security Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured Party, shall (i) remain in full force and effect until such time when each following shall have occurred: (A) the indefeasible payment in full in cash of all the Secured Obligations and (including all other amounts payable under the Loan DocumentsLetter of Credit Obligations), (B) the termination or expiration of all Letters of Credit and the termination of all obligations of the Issuing Lender and the Lenders in respect of Letters of Credit, (C) the termination of all Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made or have been deemed to have to been made under Section 8.08(b) of the Credit Parties, Agreement) and (D) the termination of all obligations of the Commitments (Swap Counterparties in respect of such time being referred to herein as Hedge Contracts, and the “Pledge Termination”)termination or expiration of the Commitments, (ii) be binding upon the Pledgors, the Secured Party, the other Credit Parties each Pledgor and their its successors, and assigns, (iii) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and the Issuing Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (iviii) inure inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be enforceable by a binding upon, each Beneficiary (other than the Swap Counterparty Counterparties) and each of its successors, transferees transferees, and assigns assigns, and to the benefit of and be binding upon, the Swap Counterparties and each successor, transferee, and assign of the Swap Counterparties to the extent such successor, transferee or transferee, and assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured PartyAdministrative Agent, shall (i) remain in full force and effect until such time when each following shall have occurred: Pledge Termination (A) the payment in full of all Secured Obligations and all other amounts payable under the Loan Documents, (B) the termination or expiration of all Letters of Credit, (C) the termination of all Hedge Contracts with the Credit Parties, and (D) the termination of all the Commitments (such time being referred to herein as the “Pledge Termination”defined below), (ii) be binding upon the Pledgors, the Secured Party, the other Credit Parties each Pledgor and their its successors, and assigns, (iii) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and the Issuing Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (iviii) inure inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be enforceable by a binding upon, each Secured Party (other than the Swap Counterparty Counterparties) and each of its successors, transferees transferees, and assigns assigns, and to the benefit of and be binding upon, the Swap Counterparties and each successor, transferee, and assign of the Swap Counterparties to the extent such successor, transferee or transferee, and assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, unless expressly released by the Secured Party, shall (ia) other than as provided in Section 7.04(c) below, remain in full force and effect until such time when each following shall have occurred: (A) the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration or cash collateralization of all Secured Obligations Letters of Credit and the termination of all other amounts payable under obligations of the Loan DocumentsIssuing Banks and the Lenders in respect of Letters of Credit, (B) the termination of all Lender Hedging Agreements and the termination of all obligations of the Lenders in respect of Lender Hedging Agreements, and the termination or expiration of all Letters of Creditthe Commitments, (C) the termination of all Hedge Contracts with the Credit Parties, and (D) the termination of all the Commitments (such time being referred to herein as the “Pledge Termination”), (iib) be binding upon the Pledgors, the Secured Party, the other Credit Parties each Pledgor and their its successors, and assigns, (iii) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, and the Issuing Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (ivc) inure inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be enforceable by a binding upon, the Secured Party, the Issuing Banks, and the Lenders and their respective successors, transferees, and assigns, and to the benefit of and be binding upon, the Swap Counterparty Counterparties, and each of its their respective successors, transferees transferees, and assigns to the extent such successorsuccessors, transferee or assign transferees, and assigns of a Swap Counterparty is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (iii)clause, when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Credit Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Credit Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender.