Continuing Assignment and Security Interest; Transfer of Notes Sample Clauses
Continuing Assignment and Security Interest; Transfer of Notes. This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the Discharge of Obligations; (b) be binding upon Guarantor, and its respective successors and assigns; and (c) inure, together with the rights and remedies of Security Agent, to the benefit of Security Agent, the Secured Parties and their respective successors, transferees and permitted assigns. Without limiting the generality of the foregoing, Security Agent or any Secured Party may assign or otherwise transfer all or any part of or interest in the Notes, the Commitments or other evidence of the Obligations owed to them to any other Person to the extent permitted by and in accordance with the Financing Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Security Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby.
Continuing Assignment and Security Interest; Transfer of Notes. This Agreement shall create a continuing pledge and assignment of and first-priority security interest in the Collateral (except with respect to Permitted Equity Liens) and shall (a) remain in full force and effect until the Discharge Date, (b) be binding upon Pledgor and its successors and assigns and (c) inure, together with the rights and remedies of the Security Trustee, to the benefit of the Security Trustee, the other Secured Parties and their respective successors and permitted assigns. Without limiting the generality of the foregoing clause (c), any of the Senior Creditors may assign or otherwise transfer the notes or other evidence of indebtedness held by them to any other Person to the extent permitted by and in accordance with the terms of the Senior Debt Instrument governing the relevant Senior Debt and the other Finance Documents, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by the Security Trustee to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby.
Continuing Assignment and Security Interest; Transfer of Notes. This Agreement shall create a continuing assignment of and security interest in the Pledged Collateral and shall (a) remain in full force and effect until the security interest granted hereby is terminated in accordance with the third sentence of this Section 14, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and each of the other Purchasers and their respective successors, transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), subject to Section 4.1 of the Purchase Agreement, any Purchaser may assign or otherwise transfer any Note or other evidence of indebtedness held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Purchaser, herein or otherwise. Upon expiration of 90 days after the payment in full of all of the Secured Obligations and all other amounts owing to the Purchasers under the Purchase Agreement and the termination or expiration of the Purchase Agreement, and provided that, in respect of the Pledgor, during such 90-day period no Event of Default specified in clause (f) or (g) of Section 10 of the Notes and no event which, with the giving of notice or lapse of time or both, would become such an Event of Default, the security interest granted hereby shall terminate, and all rights to the Pledged Collateral shall revert to the Pledgor and the Agent shall return any of the Pledged Collateral in its possession to the Pledgor. Upon any such termination, the Agent will, at the Pledgor's expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
Continuing Assignment and Security Interest; Transfer of Notes. This Pledge Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the date all Secured Obligations have been paid in full, all Commitments have terminated or expired and each Agent, upon request of the Borrower, has taken such actions as shall be required to release the security interest created under this Pledge Agreement in the Collateral (the “Discharge Date”); (b) be binding upon each Borrower Subsidiary, Member, and their respective successors and permitted assigns; and (c) inure, together with the rights and remedies of Collateral Agent, to the benefit of Collateral Agent, the other Secured Parties and their respective successors, transferees and permitted assigns. Collateral Agent or any of the other Secured Parties may assign or otherwise transfer all or any part of or interest in the Loan Documents or other evidence of indebtedness held by them to any other Person to the extent permitted by and in accordance with the Loan Agreement and the Depositary Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Collateral Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby. Upon the Discharge Date, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Member. Upon the Discharge Date, Collateral Agent will, at Member’s expense, execute and deliver to Member such documents as any Borrower Subsidiary or Member shall reasonably request to evidence the termination of this Pledge Agreement. If this Pledge Agreement shall be terminated or revoked by operation of Applicable Law, Member shall indemnify and hold Collateral Agent and the other Secured Parties harmless from any cost or expense which may be suffered or incurred by Collateral Agent and the other Secured Parties in acting hereunder in accordance with the indemnification provisions set forth in the Loan Agreement, prior to the receipt by Collateral Agent, its successors, transferees or assigns of notice of such termination or revocation.
Continuing Assignment and Security Interest; Transfer of Notes. This Assignment Agreement shall create a continuing security interest in the Collateral and shall
(a) remain in full force and effect until payment in full of all Secured Obligations and the termination of all Commitments,
(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 may assign or otherwise transfer (in whole or in part) any 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 under any Loan Document (including this Assignment 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 all Secured Obligations and the termination of all Commitments, 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 sole expense, execute and deliver to the Grantor such documentation as the Grantor shall reasonably request to evidence such termination.
Continuing Assignment and Security Interest; Transfer of Notes. This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the Commitments have terminated and all Obligations are indefeasibly paid or discharged in full; (b) be binding upon each Assignor and its successors and assigns; and (c) inure, together with the rights and remedies of the Offshore Collateral Agent, to the benefit of the Offshore Collateral Agent and its successors and assigns for the benefit of the Secured Parties. Without limiting the generality of the foregoing clause (c), any of the Secured Parties may assign or otherwise transfer the Notes or other evidence of indebtedness held by them to any other Person to the extent permitted by and in accordance with the Common Terms Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by the Offshore Collateral Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby. If this Agreement shall be terminated or revoked by operation of law, the Assignors will indemnify and hold the Offshore Collateral Agent and the other Secured Parties harmless from any cost or expense which may be suffered or incurred by the Offshore Collateral Agent and the other Secured Parties in reasonably acting hereunder prior to the receipt by the Offshore Collateral Agent, its successors, transferees or assigns of notice of such termination or revocation.
Continuing Assignment and Security Interest; Transfer of Notes. This Agreement shall create a continuing assignment of, and security interest in, the Collateral and shall (a) remain in full force and effect until payment in full of the Obligations, (b) be binding
Continuing Assignment and Security Interest; Transfer of Notes. This Assignment Agreement shall create a continuing assignment of and security interest in the Collateral and shall
(a) remain in full force and effect until payment in full in cash of all Secured Obligations then due, the termination or expiration of all Letters of Credit and the termination of all Commitments,
(b) be binding upon the Grantor, its successors, transferees and assigns, and
(c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension held by it to any other Person or entity, and such other Person or entity shall, to the extent of such transfer, thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Assignment Agreement) or otherwise, subject, however, to any contrary provisions in such assignment, or transfer, and to the provisions of Section 10.11 and Article IX of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations then due, the termination or expiration of all Letters of Credit and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such termination, the Administrative Agent will, at the sole expense of the Grantor, execute and deliver to the Grantor such instruments as the Grantor shall reasonably request to evidence such termination.
Continuing Assignment and Security Interest; Transfer of Notes. This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment in full in cash and performance in full of the Obligations (other than the Obligations that are intended to survive the termination of the Credit Agreement) and as otherwise provided in Section 8.16; (b) be binding upon Company, Pledgor, and their respective successors and assigns; and (c) inure, together with the rights and remedies of Administrative Agent, to the benefit of Administrative Agent, the Secured Parties and their respective successors and permitted assigns. Without limiting the generality of the foregoing clause (c), Administrative Agent or any of the Secured Parties may assign or otherwise transfer the Notes or other evidence of indebtedness held by them to any other Person to the extent permitted by and in accordance with Article 9 of the Credit Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein or otherwise. The release of the security interest in any of the Collateral, the taking or acceptance of additional security, or the resort by Administrative Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby.
Continuing Assignment and Security Interest; Transfer of Notes. This Agreement shall create a continuing assignment of and security interest in the Collateral and shall (a) remain in full force and effect until payment in full of the Obligations and all other amounts owing to each Secured Party under any Loan Documents and the termination or expiration of the Commitments, (b) be binding upon the Company and each Pledgor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the Secured Parties and their