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

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible the payment in full in cash of all Secured ObligationsObligations (other than contingent obligations not yet due and payable), (ii) be binding upon the Pledgoreach Grantor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Party and each of their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii)foregoing, (A) but subject to the provisions of subsection 12.8 terms of the Credit AgreementIndenture, any Lender Securityholder may assign or otherwise transfer any Loans Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties Securityholders herein or otherwise. Upon the payment in full of all Secured Obligations (other than contingent obligations not yet due and payable), (B) the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any Other Permitted Credit Exposure Holder may assign such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise transfer authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any Other Permitted Credit Exposure disposition of property permitted by the Indenture, the Liens granted herein and/or under the other Collateral Documents shall be deemed to any other Lender or Affiliate of Lender in accordance with be automatically released and such property shall automatically revert to the applicable Other Permitted Credit Exposure Documents Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and (C) any holder of substance reasonably satisfactory to the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt Collateral Agent, including financing statement amendments to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and evidence such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwiserelease.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible payment all the Secured Obligations under the Loan Documents (other than unasserted contingent indemnification obligations) have been paid in full in cash (or, in the case of Letter of Credit Outstandings not then due and owing, have been cash collateralized or back-stopped by another letter of credit, in each case in an amount equal to 103% of such Letter of Credit Outstandings, on terms, pursuant to documentation and, in the case of the back-stop letter of credit, from a financial institution, all Secured Obligationsin form and substance reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer) and all Commitments shall have irrevocably terminated, at which time the security interest granted herein shall automatically terminate and all rights to the Collateral shall automatically revert to the Grantors. In the event that any part of the Collateral is sold, transferred or disposed of in connection with a sale, transfer or disposition permitted under the Credit Agreement (iiother than a sale, transfer or disposition to a Grantor) be binding upon the Pledgorsecurity interest granted herein shall automatically terminate with respect to such Collateral and all rights therein shall automatically revert to the applicable Grantor or Grantors. Upon any such termination, its successors the Administrative Agent will, at each Grantor’s sole expense, deliver to such Grantor, without any representations, warranties or recourse of any kind whatsoever, all certificates and assigns, instruments representing or evidencing all Pledged Equity Interests and (iii) inureall Pledged Notes, together with all other Collateral held by the rights and remedies of Collateral Administrative Agent hereunder, to the benefit of Collateral Agent and each other Secured Party execute and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted deliver to such Other Permitted Credit Exposure Holder Grantor such documents or instruments as a Secured Party herein such Grantor shall reasonably request to evidence such termination or otherwise release (including the execution and (C) any holder delivery of appropriate U.C.C.-3 termination statements and other releases as may be reasonably necessary and appropriate to effect the Existing Holdings Senior Notes release and shall authorize the filing, as applicable, of all such documents or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwiseinstruments).

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Security Agreement shall create a continuing security interest in the Pledged Collateral and shall (ia) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligationsthe Termination Date, (iib) be binding upon the Pledgoreach Grantor and its successors, its successors transferees and assigns, and (iiic) inure, together with the rights and remedies of Collateral Agent the Lender hereunder, to the benefit of Collateral Agent the Lender and each other Secured Party and each of their its respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iiic), (A) but subject to the provisions of subsection 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person(in whole or in part) the Note, and such other Person any successor or assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted to Lenders as Secured Parties herein the Lender under this Security Agreement, or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure subject, however, to any contrary provisions in such assignment or transfer. Upon the Termination Date, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such payment and termination or expiration, the Lender will, at the Grantors’ sole expense, deliver or cause to be delivered to each applicable Grantor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Notes, Pledged Shares and Pledged Interests, together with all other Collateral held by the Lender or Affiliate of Lender the First Lien Administrative Agent, as the Lender’s bailee in accordance with the applicable Other Permitted Credit Exposure Documents Intercreditor Agreement, hereunder, and execute and deliver to any Grantor such documents as such Grantor shall reasonably request to evidence such termination. If at any time all or any part of any payment theretofore applied by the Lender to any of the Secured Obligations is or must be rescinded or returned by the Lender for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, reorganization or other permitted assignee similar proceeding of any Grantor or any other Person), such Secured Obligations shall, for purposes of this Security Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by the Lender or any termination agreement or release provided to any Grantor, and this Security Agreement shall thereupon become vested with all continue to be effective or reinstated, as the benefits in respect thereof granted case may be, as to such Other Permitted Credit Exposure Holder Secured Obligations, all as a Secured Party herein or otherwise though such application by the Lender had not been made. This Section 2.3 shall survive the Termination Date. 8 Pledge and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents Security Agreement and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.Irrevocable Proxy

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ia) remain in full force and effect until the indefeasible payment in full in cash of all the Secured Obligations, the cancellation or termination of the Revolving Loan Commitments and the cancellation or expiration of all outstanding Domestic Letters of Credit, (iib) be binding upon the Pledgor, its successors and assigns, and (iiic) inure, together with the rights and remedies of Administrative Agent and Collateral Agent hereunder, to the benefit of each of Administrative Agent, Collateral Agent Agent, Lenders and each the other Secured Party Parties and each of their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iiic), (A) but subject to the provisions of subsection 12.8 subsections 9.2 and 9.17 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise. Upon the indefeasible payment in full of all Secured Obligations, (B) the cancellation or termination of the Revolving Loan Commitments and the cancellation or expiration of all outstanding Domestic Letters of Credit, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Pledgor. Upon any Other Permitted Credit Exposure Holder may assign such termination Administrative Agent and Collateral Agent will, at Pledgor's expense, execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Administrative Agent or Collateral Agent, of such of the Collateral as shall not have been sold or otherwise transfer any Other Permitted Credit Exposure applied pursuant to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwiseterms hereof.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection 12.8 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Interest Rate Exchanger or Currency Exchanger may assign or otherwise transfer any Interest Rate Agreement or Currency Agreement to which it is a party to any other Lender or Affiliate of a Lender in accordance with the terms of such Interest Rate Agreement or Currency Agreement, and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to Interest Rate Exchangers and/or Currency Exchanger as Secured Parties herein or otherwise, (C) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (CD) any holder of the any Existing Holdings Senior Notes Notes, New Senior Debt, Refinancing Senior Debt or Permitted Secured New Junior Debt may assign or otherwise transfer the any Existing Holdings Senior Notes Notes, New Senior Debt, Refinancing Senior Debt or Permitted Secured New Junior Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture Indentures, New Senior Debt Documents, Refinancing Senior Debt Documents or Permitted Secured New Junior Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible payment in full in cash the Discharge of all Secured Obligations, (ii) Parity Lien Obligations and shall be binding upon the Pledgoreach Grantor, its successors and permitted assigns, and (iii) inure, together with the rights and remedies of the Parity Lien Collateral Agent Trustee hereunder, to the benefit of the Parity Lien Collateral Agent Trustee and each other Secured Party and each of their respective its successors, transferees and permitted assigns. Without limiting the generality of the foregoing clause (iii)foregoing, (A) but subject to the provisions of subsection 12.8 terms of the Credit AgreementIndenture and any other applicable Parity Lien Document, any Lender Secured Party may assign or otherwise transfer any Loans Parity Lien Obligations held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise. Upon the Discharge of Parity Lien Obligations, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors or to whomsoever may be lawfully entitled to receive the same (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the Collateral Trust Agreement, any applicable Other Permitted Credit Exposure Documents intercreditor agreement or otherwise). Upon any such termination the Parity Lien Collateral Trustee shall, at Grantors’ expense, execute and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted deliver to such Other Permitted Credit Exposure Holder as a Secured Party herein Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments or terminations, account control termination letters, and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person such documents to evidence such termination. All other releases of Collateral shall be made in accordance with the terms of the Collateral Trust Agreement and any applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwiseintercreditor agreement.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection 12.8 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of the any Existing Holdings Senior Notes Notes, New Senior Debt, Refinancing Senior Debt or Permitted Secured New Junior Debt may assign or otherwise transfer the any Existing Holdings Senior Notes Notes, New Senior Debt, Refinancing Senior Debt or Permitted Secured New Junior Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture Indentures, New Senior Debt Documents, Refinancing Senior Debt Documents or Permitted Secured New Junior Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible the payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgoreach Grantor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Party and each of their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii)foregoing, (A) but subject to the provisions of subsection 12.8 terms of the Credit AgreementIndenture, any Lender Secured Party may assign or otherwise transfer any Loans Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise. Upon the payment in full of all Secured Obligations, (i) the security interest granted hereby shall automatically terminate hereunder and of record and (ii) all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including UCC financing statement amendments to evidence such termination. Upon any disposition or release of Collateral pursuant to the Indenture, the Liens granted herein upon such Collateral shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including UCC financing statement amendments to evidence such release.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection Section 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or any Affiliate of any other Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Security Agreement shall create a continuing Lien and security interest in the Pledged Collateral and shall (i) unless otherwise provided in the Senior Note Indenture or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged or this Security Agreement, remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection 12.8 Senior Notes under the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwiseSenior Note Indenture, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with all Obligations then due and owing under the applicable Other Permitted Credit Exposure Documents Senior Note Indenture, the Senior Note Guarantees and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and Senior Note Collateral Documents, (C) any holder the Convertible Notes under the terms of the Existing Holdings Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents; provided, however, that after receipt from the Company by the Collateral Agent of a request for a release of any Collateral permitted under the Senior Note Indenture and the Convertible Note Indenture upon the sale, transfer, assignment, exchange or other disposition of such Collateral not prohibited by the Senior Note Indenture and the Convertible Note Indenture and upon receipt by the Collateral Agent of all proceeds of such sale, transfer, assignment, exchange or other disposition required to be remitted to the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), or Permitted Secured Debt may assign the Collateral constituting the proceeds of such sale, transfer, assignment, exchange or otherwise transfer other disposition being made subject to a Lien and security interest in favor of the Existing Holdings Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes or Permitted Secured Debt to any other Person in accordance with and for the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents benefit of the Convertible Note Trustee and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) equal and ratable benefit of the Holders of the Convertible Notes, which Lien has the same priority as a Secured Party herein or otherwise.had the Lien on the Collateral being sold, assigned

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and (Pledge Agreement) each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Security Agreement shall create a continuing Lien and security interest in the Pledged Collateral and shall (i) unless otherwise provided in the Senior Note Indenture or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged or this Security Agreement, remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection 12.8 Senior Notes under the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwiseSenior Note Indenture, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with all Obligations then due and owing under the applicable Other Permitted Credit Exposure Documents Senior Note Indenture, the Senior Note Guarantees and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and Senior Note Collateral Documents, (C) any holder the Convertible Notes under the terms of the Existing Holdings Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents; provided, however, that after receipt from the Company by the Collateral Agent of a request for a release of any Collateral permitted under the Senior Note Indenture and the Convertible Note Indenture upon the sale, transfer, assignment, exchange or other disposition of such Collateral not prohibited by the Senior Note Indenture and the Convertible Note Indenture and upon receipt by the Collateral Agent of all proceeds of such sale, transfer, assignment, exchange or other disposition required to be remitted to the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), or Permitted Secured Debt may assign the Collateral constituting the proceeds of such sale, transfer, assignment, exchange or other disposition being made subject to a Lien and security interest in favor of the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, which Lien has the same priority as had the Lien on the Collateral being sold, assigned or otherwise transfer disposed of, such Collateral shall be released from the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents Liens and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.security

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of subsection 12.8 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Notes. Subject to Section 18, this This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ia) remain in full force and effect until the indefeasible payment in full in cash of the Secured Obligations and the cancellation or expiration of all Secured Obligationsoutstanding Pledgor Letters of Credit and any remaining obligations to issue Pledgor Letters of Credit, (iib) be binding upon the Pledgor, its successors and assigns, and (iiic) inure, together with the rights and remedies of Collateral Administrative Agent hereunder, to the benefit of Collateral each of Administrative Agent and each the other Secured Party Parties and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iiic), (A) but subject to the provisions of subsection 12.8 subsections 9.2 and 9.17 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise. Upon the indefeasible payment in full of all Secured Obligations and the cancellation or expiration of all outstanding Pledgor Letters of Credit and any remaining obligations to issue Pledgor Letters of Credit, (B) the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Pledgor. Upon any Other Permitted Credit Exposure Holder may assign such termination Administrative Agent will, at Pledgor's expense, execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Administrative Agent, of such of the Collateral as shall not have been sold or otherwise transfer any Other Permitted Credit Exposure applied pursuant to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwiseterms hereof.