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

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 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 payment in full, all Commitments have terminated or expired and each Agent, upon request full of the BorrowerObligations and all other amounts owing to each Secured Party under any Loan Documents and the termination or expiration of the Commitments, 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 Subsidiarythe Pledgor, Member, and their respective its successors and permitted assigns; assigns and (c) inure, together with the rights and remedies of Collateral Agentthe Administrative Agent hereunder, to the benefit of Collateral Agent, the other Administrative Agent and the Secured Parties and their respective successors, transferees and permitted assigns. Collateral Agent or any Without limiting the generality of the other Secured Parties foregoing, any Bank may assign or otherwise transfer all or its rights and obligations under any part of or interest in the Loan Documents or other evidence of indebtedness held by them Document to any other Person to the extent permitted by and in accordance with the Loan Agreement and the Depositary Agreementor entity, and such other Person or entity shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties such Bank herein or otherwise, all as provided in, and to the extent set forth in, the Loan Documents. The release Pledgor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent 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 herebyAdministrative Agent. Upon the Discharge Datepayment in full of the Obligations and termination of the commitments (exclusive of future, contingent or unliquidated amounts arising under indemnity agreements), the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Memberthe Pledgor. Upon any such termination, the Discharge Date, Collateral Administrative Agent will, at Member’s the Pledgor's expense, execute and deliver to Member the Pledgor such documents as any Borrower Subsidiary or Member the Pledgor 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 revocationtermination.

Continuing Assignment and Security Interest; Transfer of Notes. This Pledge Agreement shall create a continuing pledge and assignment of and security interest in the Pledged 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 granted hereby is terminated in accordance with the third sentence of this Pledge Agreement in the Collateral (the “Discharge Date”); Section 14, (b) be binding upon each Borrower Subsidiarythe Pledgor, Member, and their respective its successors and permitted assigns; , and (c) inure, together with the rights and remedies of Collateral Agentthe Agent hereunder, to the benefit of Collateral Agent, the Agent and each of the other Secured Parties Purchasers and their respective successors, transferees and permitted assigns. Collateral Agent or any Without limiting the generality of the other Secured Parties foregoing clause (c), subject to Section 4.1 of the Purchase Agreement, any Purchaser may assign or otherwise transfer all or any part of or interest in the Loan Documents Note or other evidence of indebtedness held by them it to any other Person to the extent permitted by and in accordance with the Loan Agreement and the Depositary AgreementPerson, 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 such Purchaser, herein or otherwise. The release Upon expiration of 90 days after the security interest payment in any or full of all of the CollateralSecured 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 taking Pledgor, during such 90-day period no Event of Default specified in clause (f) or acceptance (g) of additional securitySection 10 of the Notes and no event which, with the giving of notice or the resort by Collateral Agent to any security it may have in any order it may deem appropriatelapse of time or both, shall not affect the liability would become such an Event of any Person on the indebtedness secured hereby. Upon the Discharge DateDefault, the security interest granted hereby shall terminate terminate, and all rights to the Pledged Collateral shall revert to Memberthe Pledgor and the Agent shall return any of the Pledged Collateral in its possession to the Pledgor. Upon any such termination, the Discharge Date, Collateral Agent will, at Member’s the Pledgor's expense, execute and deliver to Member the Pledgor such documents as any Borrower Subsidiary or Member the Pledgor 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 revocationtermination.