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

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of the Secured Indebtedness and the termination of all Commitments; (b) be binding upon Grantor, its successors, transferees and assigns; and (c) inure, together with the rights and remedies of Agent hereunder, to the benefit of Agent and each other Lender Party. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer (in whole or in part) any note held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the Secured Indebtedness and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination, Agent will, at Grantor's sole expense, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security ----------------------------------------------- Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until the payment in full of the all Secured Indebtedness Obligations and the termination of all Commitmentsthe Commitments and any other commitments of the Lenders to or for the benefit of Grantor; (b) be binding upon Grantor, its successors, transferees and assigns; and (c) inure, together with the rights and remedies of Administrative Agent hereunder, to the benefit of Administrative Agent and each other Lender Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer (in whole or in part) any note held by it to any other Person or entityeach transferee of ---------- a Note shall, and upon such other Person or entity shall thereupon transfer, become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper Operative Document (including this Security Agreement), ) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the all Secured Indebtedness Obligations and the termination of all the Commitments, and any other commitments of the Lenders to Grantor, the security interest granted herein shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination, Administrative Agent will, on behalf of the Participants and at Grantor's sole expense, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of the all Secured Indebtedness Obligations and the termination of all Commitments;Revolving Commitments and all Letters of Credit, (b) be binding upon each Grantor, its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and each other Lender Party. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer (in whole or in part) any note Note or Loan held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper Document (including this Security Agreement), ) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 of the Credit Agreement. Upon the payment in full of the all Secured Indebtedness Obligations and the termination of all CommitmentsRevolving Commitments and all Letters of Credit, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the relevant Grantor. Upon any such termination, the Agent will, at the relevant Grantor's ’s sole expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of the all Secured Indebtedness Obligations and the termination of all Commitments;Revolving Commitments and all Letters of Credit, (b) be binding upon the Grantor, its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and each other Lender Party. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer (in whole or in part) any note Note or Loan held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper Document (including this Security Agreement), ) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 of the Credit Agreement. Upon the payment in full of the all Secured Indebtedness Obligations and the termination of all CommitmentsRevolving Commitments and all Letters of Credit, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Agent will, at the Grantor's ’s sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Pledge and Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of the Secured Indebtedness and the termination in cash of all Commitments;Secured Obligations, (b) be binding upon each Grantor, its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Lender Secured Party. Without limiting . (i) the generality sale, transfer or other disposition of Collateral in accordance with Section 4.16 of the foregoing clause Indenture or (c), any Lender Party may assign or otherwise transfer (in whole or in partii) any note held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the Secured Indebtedness and the termination in cash of all CommitmentsSecured Obligations, the security interest interests granted herein shall automatically terminate and with respect to (x) such Collateral (in the case of clause (i)) or (y) all rights to Collateral (in the Collateral shall revert to Grantorcase of clause (ii)). Upon any such sale, transfer, disposition or termination, the Collateral Agent will, at such Grantor's sole expense, deliver to such Grantor, without any representations, warranties or recourse of any kind whatsoever, all applicable certificated securities and all applicable Intercompany Notes, together with all other applicable Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination (including such documents as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any applicable Motor Vehicle).

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: shall (a) remain in full force and effect until the payment in full of the Secured Indebtedness and the termination of all Commitments; Obligations, (b) be binding upon each Grantor, its successors, transferees successors and assigns; and , and (c) inure, together with the rights and remedies of Agent Secured Party hereunder, to the benefit of Agent Secured Party and each other Lender Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), but subject to the provisions of subsection 2.06 of the Indenture, any Lender Party Holder may assign or otherwise transfer (in whole or in part) any note Notes held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper (including this Security Agreement), Holders herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the all Secured Indebtedness and the termination of all CommitmentsObligations, the security interest granted herein hereby shall terminate and all rights to the Collateral shall revert to GrantorGrantors. Upon any such termination, Agent termination Secured Party will, at Grantor's sole Grantors' expense, execute and deliver to Grantor Grantors such documents as Grantor Grantors shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Pledged Collateral and shall: shall (ai) remain in full force and effect until payment in full of the Secured Indebtedness Obligations, the cancellation or expiration of all Letters of Credit and the cancellation or termination of all Commitments; commitments to issue Letters of Credit, (bii) be binding upon GrantorPledgor, its successors, transferees successors and assigns; and , and (ciii) inure, together with the rights and remedies of Collateral Agent and Secured Parties hereunder, to the benefit of Agent Collateral Agent, Secured Parties and each other Lender Partytheir respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), but subject to any Lender restrictions on transfers of Senior Notes contained in the Collateralized Note Indenture, each Secured Party may assign or otherwise transfer (in whole or in part) any note Senior Note held by it to any other Person person or entity, and such other Person person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Secured Party under any Loan Paper (including this Security Agreement), herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the Secured Indebtedness Obligations, the cancellation or expiration of all Letters of Credit and the cancellation or termination of all Commitmentscommitments to issue Letters of Credit, the security interest granted herein Pledgor shall terminate and all rights be entitled to the Collateral shall revert to Grantor. Upon any such terminationreturn, Agent will, upon its request and at Grantor's sole its expense, execute and deliver of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to Grantor such documents as Grantor shall reasonably request to evidence such terminationthe terms hereof.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of the Secured Indebtedness and the termination of all Commitments; (b) be binding upon Grantor, its successors, transferees and assigns; and (c) inure, together with the rights and remedies of Agent hereunder, to the benefit of Agent and each other Lender Party. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer (in whole or in part) any note held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper Document (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the Secured Indebtedness and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination, Agent will, at Grantor's ’s sole expense, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) shall remain in full force and effect until the payment in full of the all Secured Indebtedness and the termination of all Commitments; (b) Obligations, be binding upon Grantoreach Debtor, its successorssuccessors and assigns (except to the extent otherwise provided in the Indenture), transferees and assigns; and (c) inure, together with the rights and remedies of Agent Secured Party hereunder, to the benefit of Agent Secured Party and each other Lender Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause (c)foregoing, but subject to the terms of the Indenture, any Lender Party Holder may assign or otherwise transfer (in whole or in part) any note Note held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper (including this Security Agreement), Holders herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the all Secured Indebtedness and the termination of all CommitmentsObligations, the security interest granted herein hereby shall terminate hereunder and of record and all rights to the Collateral granted hereunder shall revert to GrantorDebtors. Upon any such termination, Agent willtermination Secured Party shall, at Grantor's sole Debtors' expense, execute and deliver to Grantor Debtors such documents as Grantor Debtors shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) shall remain in full force and effect until the payment in full of the all Secured Indebtedness and the termination of all Commitments; (b) Obligations, be binding upon each Grantor, its successors, transferees successors and assigns; and (c) , and inure, together with the rights and remedies of Agent the Secured Party hereunder, to the benefit of Agent the Secured Party and each other Lender Partyits successors, transferees and assigns, for the benefit and on behalf of the Holders. Without limiting the generality of the foregoing clause (c)foregoing, any Lender Secured Party may assign or otherwise transfer (in whole or in part) any note Secured Obligations held by it to any other Person or entitysubject to and in compliance with the terms of the Indenture, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender the Secured Party under any Loan Paper (including this Security Agreement), herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the all Secured Indebtedness and the termination of all CommitmentsObligations, the security interest granted herein hereby shall terminate hereunder and of record and all rights to the Collateral shall revert to GrantorGrantors. Upon any such termination, Agent willtermination the Secured Party shall, at Grantor's sole Grantors' expense, execute and deliver to Grantor Grantors such documents as Grantor Grantors shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of the Secured Indebtedness and the termination of all Commitments; (b) be binding upon Grantor, its successors, transferees and assigns; and (c) inure, together with the rights and remedies of Agent hereunder, to the benefit of Agent and each other Lender Party. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer (in whole or in part) any note held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper Document (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the Secured Indebtedness and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination, Agent will, at Grantor's sole expense, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security ----------------------------------------------- Agreement shall create a continuing security interest in the Collateral and shall: shall (a) remain in full force and effect until the indefeasible payment in full of the Secured Indebtedness and the termination of all Commitments; Obligations, (b) be binding upon Grantor, its successors, transferees successors and assigns; and , and (c) inure, together with the rights and remedies of Agent Secured Party hereunder, to the benefit of Agent Secured Party and each other Lender Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), ) any Lender Party Holder may assign or otherwise transfer (in whole or in part) any note Notes held by it to any other Person or entityin accordance with the Note Purchase Agreement, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Secured Party under any Loan Paper (including this Security Agreement), herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the indefeasible payment in full of the all Secured Indebtedness and the termination of all CommitmentsObligations, the security interest granted herein hereby shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination, Agent termination Secured Party will, at Grantor's sole expense, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of the Secured Indebtedness and the termination in cash of all Commitments;Secured Obligations, (b) be binding upon each Grantor, its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Lender Secured Party. Without limiting . (i) the generality sale, transfer or other disposition of Collateral in accordance with Section 4.16 of the foregoing clause Indenture or (c), any Lender Party may assign or otherwise transfer (in whole or in partii) any note held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Paper (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the payment in full of the Secured Indebtedness and the termination in cash of all CommitmentsSecured Obligations, the security interest interests granted herein shall automatically terminate and with respect to (x) such Collateral (in the case of clause (i)) or (y) all rights to Collateral (in the Collateral shall revert to Grantorcase of clause (ii)). Upon any such sale, transfer, disposition or termination, the Collateral Agent will, at such Grantor's sole expense, deliver to such Grantor, without any representations, warranties or recourse of any kind whatsoever, all applicable certificated securities and all applicable Intercompany Notes, together with all other applicable Collateral held by the Collateral Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such terminationtermination (including such documents as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any applicable Motor Vehicle).

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall: shall (a) remain in full force and effect until the indefeasible payment in full of the Secured Indebtedness and the termination of all Commitments; Obligations, (b) be binding upon Grantor, its successors, transferees successors and assigns; and , and (c) inure, together with the rights and remedies of Agent Secured Party hereunder, to the benefit of Agent Secured Party and each other Lender Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause CLAUSE (c), any Lender Party Holder may assign or otherwise transfer (in whole or in part) any note Notes held by it to any other Person or entityin accordance with the Note Purchase Agreement, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Secured Party under any Loan Paper (including this Security Agreement), herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Credit Agreement. Upon the indefeasible payment in full of the all Secured Indebtedness and the termination of all CommitmentsObligations, the security interest granted herein hereby shall terminate and all rights to the Collateral shall revert to Grantor. Upon any such termination, Agent termination Secured Party will, at Grantor's sole expense, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination.