Common use of Continuing Security Interest; Assignment Clause in Contracts

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns; no other Persons (including, without limitation, any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate of Borrower which from time to time after the initial date of this Agreement is required under the Credit Agreement to pledge any assets to the Administrative Agent for the benefit of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunder.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns assigns, provided that, except as permitted by the Indenture and the Other Second-Priority Obligations Documents, no Pledgor shall have the right to assign its rights or delegate its obligations under this Agreement or any interest herein, without the prior written consent of the Collateral Agent and (ii) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Administrative Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns; no . No other Persons (including, without limitation, including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Personperson, and such other Person person shall thereupon become vested with all the benefits in respect thereof granted to such LenderSecured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and any Indenture or the applicable Interest Rate Other Second-Priority Agreement. Each Affiliate of Borrower which from the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time to time after the initial date payment, or any part thereof, of this Agreement is required under the Credit Agreement to pledge all or any assets to the Administrative Agent for the benefit part of the Secured Parties may become a party hereto Obligations is rescinded or must otherwise be restored by the Secured Party upon execution and delivery to the Administrative Agent bankruptcy or reorganization of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderany Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the PledgorsPledgor, their its respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties Lenders and each of their respective successors, permitted transferees and permitted assigns; no . No other Persons (including, without limitation, including any other creditor of any the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), subject to and in compliance with the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate The Pledgor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of Borrower which from time to time after all or any part of the initial date of this Agreement Obligations is required under the Credit Agreement to pledge any assets to rescinded or must otherwise be restored by the Administrative Agent for or any Lender upon the benefit bankruptcy or reorganization of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderPledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns assigns, except that no Pledgor shall have the right to assign its rights or delegate its obligations under this Agreement or any interest herein, without the prior written consent of the Administrative Agent and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns; no . No other Persons (including, without limitation, including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Personperson, and such other Person person shall thereupon become vested with all the benefits in respect thereof granted to such LenderSecured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate of Borrower which from the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time to time after the initial date payment, or any part thereof, of this Agreement is required under the Credit Agreement to pledge all or any assets to the Administrative Agent for the benefit part of the Secured Parties may become a party hereto Obligations is rescinded or must otherwise be restored by the Secured Party upon execution and delivery to the Administrative Agent bankruptcy or reorganization of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderany Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ia) be binding upon the PledgorsPledgor, their its respective successors and assigns and (iib) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, permitted transferees and permitted assigns; no . No other Persons (including, without limitation, including any other creditor of any the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (iib), subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate The Pledgor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of Borrower which from time all or any part of the Obligations is rescinded, avoided, declared to time after the initial date of this Agreement is required under the Credit Agreement to pledge any assets to be fraudulent or preferential, or must otherwise be restored by the Administrative Agent for or any Lender upon the benefit insolvency, bankruptcy or reorganization of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderPledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement Mortgage shall create a continuing Lien on and security interest in the Pledged Collateral Mortgaged Property and shall (i) be binding upon the PledgorsMortgagor, their its respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent Mortgagee hereunder, to the benefit of the Administrative Agent Mortgagee and the other Secured Parties and each of their respective successors, transferees and assigns; no . No other Persons (including, without limitation, any other creditor of any PledgorLoan Party) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement Mortgage to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Hedging Agreement. Each Affiliate The Mortgagor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of Borrower which from time to time after the initial date of this Agreement is required under the Credit Agreement to pledge all or any assets to the Administrative Agent for the benefit part of the Secured Parties may become a party hereto Obligations is rescinded or must otherwise be restored by the Secured Party upon execution and delivery to the Administrative Agent bankruptcy or reorganization of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderany Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the PledgorsPledgor, their its respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties Lenders and each of their respective successors, permitted transferees and permitted assigns; no . No other Persons (including, without limitation, including any other creditor of any the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate The Pledgor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of Borrower which from time all or any part of the Obligations is rescinded, avoided, declared to time after the initial date of this Agreement is required under the Credit Agreement to pledge any assets to be fraudulent or preferential, or must otherwise be restored by the Administrative Agent for or any Lender upon the benefit insolvency, bankruptcy or reorganization of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderPledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the PledgorsPledgor, their its respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties Lenders and each of their respective successors, permitted transferees and permitted assigns; no . No other Persons (including, without limitation, including any other creditor of any the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate The Pledgor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of Borrower which from time all or any part of the Obligations is rescinded, avoided, declared to time after the initial date of this Agreement is required under the Credit Agreement to pledge any assets to be fraudulent or preferential or must otherwise be restored by the Administrative Agent for or any Lender upon the benefit insolvency, bankruptcy or reorganization of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderPledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the PledgorsPledgor, their respective its successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns; no . No other Persons (including, without limitation, any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate of the Borrower which from time to time after the initial date of this Agreement is required under the Credit Agreement to pledge any assets to the Administrative Agent for the benefit of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit 43, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunder.

Continuing Security Interest; Assignment. This Agreement Mortgage shall create a continuing Lien on and security interest in the Pledged Collateral Mortgaged Property and shall (i) be binding upon the PledgorsMortgagor, their respective its successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent Mortgagee hereunder, to the benefit of the Administrative Agent and Mortgagee for the other benefit of the Secured Parties and each of their respective successors, transferees and assigns; no . No other Persons persons (including, without limitation, any other creditor of any PledgorCredit Party) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement Mortgage to any other Personperson, and such other Person person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject subject, however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate The Mortgagor agrees that its obligations Table of Borrower which from Contents hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time to time after the initial date payment, or any part thereof, of this Agreement is required under the Credit Agreement to pledge all or any assets to the Administrative Agent for the benefit part of the Obligations is rescinded or must otherwise be restored by the Secured Parties may become a party hereto Party upon execution and delivery to the Administrative Agent bankruptcy or reorganization of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderany Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ia) subject to the entry of the Interim Financing Order or the Final Financing Order, as applicable, be binding upon the PledgorsGrantors, their respective successors and assigns and assigns, (iib) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Administrative Collateral Agent and the other Secured Credit Parties and each of their respective successors, transferees and assigns; no assigns and (c) be subject to the Intercreditor Agreement in accordance with Section 9.14 hereof. For the avoidance of doubt, upon the entry by the Bankruptcy Court of the Interim Financing Order (as the same may be amended, supplemented or otherwise modified by the Final Financing Order), all Liens created by the Security Documents in favor of the Collateral Agent shall be perfected as set forth in such Interim Financing Order or the Final Financing Order, as applicable, notwithstanding any failure to make (or the terms of) any filings in any jurisdiction listed on Schedule II or elsewhere. No other Persons (including, without limitation, any other creditor of any PledgorGrantor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (iib), any Lender Credit Party may assign or otherwise transfer any indebtedness held by it secured by this Security Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such LenderCredit Party, herein or otherwise, subject subject, however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate of Borrower which from time to time after the initial date of this Agreement is required under the Credit Agreement to pledge any assets to the Administrative Agent for the benefit of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunder.

Continuing Security Interest; Assignment. This Agreement Assignment shall create a continuing security interest in in, and an assignment of the Pledged Collateral Assignor’s rights under, the Earnings and shall (i) be binding upon the PledgorsAssignor, their its respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent Assignee hereunder, to the benefit of the Administrative Agent Assignee and the other Secured Parties and each of their respective its successors, transferees and assigns; no . No other Persons persons (including, without limitation, including any other creditor of any Pledgorthe Assignor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender the Assignee may assign or otherwise transfer any indebtedness held by it secured by this Agreement Assignment to any other Personperson, and such other Person person shall thereupon become vested with all the benefits in respect thereof granted to such Lenderthe Assignee, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate The Assignor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of Borrower which from time to time after the initial date of this Agreement is required under the Credit Agreement to pledge all or any assets to the Administrative Agent for the benefit part of the Secured Parties may become a party hereto Obligations is rescinded or must otherwise be restored by the Assignee upon execution and delivery to the Administrative Agent bankruptcy or reorganization of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderAssignor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns; no other Persons (including, without limitation, any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate Agreement. Each Affiliate of Borrower which from time to time after the initial date of this Agreement is required under the Credit Agreement to pledge any assets to the Administrative Agent for the benefit of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunder.

Continuing Security Interest; Assignment. This Agreement Mortgage shall create a continuing Lien on and security interest in the Pledged Collateral Mortgaged Property and shall (i) be binding upon the PledgorsMortgagor, their respective its successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent Mortgagee hereunder, to the benefit of the Administrative Agent and Mortgagee for the other benefit of the Secured Parties and each of their respective successors, transferees and assigns; no . No other Persons persons (including, without limitation, including any other creditor of any PledgorLoan Party) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement Mortgage to any other Personperson, and such other Person person shall thereupon become vested with all the benefits in respect thereof granted to such LenderSecured Party, herein or otherwise, subject subject, however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement or a Secured Cash Management Agreement, such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. The Mortgagor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any applicable Interest Rate Agreement. Each Affiliate time payment, or any part thereof, of Borrower which from time to time after the initial date of this Agreement is required under the Credit Agreement to pledge all or any assets to the Administrative Agent for the benefit part of the Secured Parties may become a party hereto Obligations is rescinded or must otherwise be restored by the Secured Party upon execution and delivery to the Administrative Agent bankruptcy or reorganization of a joinder agreement substantially in the form attached hereto as Exhibit 4, and upon such execution and delivery shall be deemed to be a "Guarantor" and a "Pledgor" for all purposes hereunderany Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns; no . No other Persons (including, without limitation, any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, herein or otherwise, subject however, to the provisions of the Credit Agreement and any applicable Interest Rate AgreementSwap Contract. Each Affiliate of Borrower which from time to time after the initial date of this Agreement is required under the Credit Agreement to pledge any assets to the Administrative Agent for the benefit of the Secured Parties may become a party hereto upon execution and delivery to the Administrative Agent of a joinder agreement substantially in the form attached hereto as Exhibit EXHIBIT 4, and upon such execution and delivery shall be deemed to be a "GuarantorGUARANTOR" and a "PledgorPLEDGOR" for all purposes hereunder.