Common use of Continuing Security Interest; Assignment Clause in Contracts

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Collateral and shall (a) be binding upon the Pledgor, its respective successors and assigns and (b) 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 other Persons (including any other creditor of the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (b), 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. 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or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded, avoided, declared to be fraudulent or preferential, or must otherwise be restored by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) be binding upon the PledgorPledgors, its their respective successors and assigns and (bii) 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 including, without limitation, any other creditor of the any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), 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. The Pledgor agrees that its obligations hereunder and Each Affiliate of Borrower which from time to time after the security interest created hereunder shall continue initial date of this Agreement is required under the Credit Agreement to be effective or be reinstated, as applicable, if at pledge any time payment, or any part thereof, of all or any part of the Obligations is rescinded, avoided, declared assets to be fraudulent or preferential, or must otherwise be restored by the Administrative Agent or any Lender upon for the insolvency, bankruptcy or reorganization benefit of the Pledgor or otherwiseSecured 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 Collateral Mortgaged Property and shall (ai) be binding upon the PledgorMortgagor, its respective successors and assigns and (bii) 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, permitted transferees and permitted assigns. No other Persons (including including, without limitation, any other creditor of the Pledgorany Loan Party) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), subject to the provisions of the Credit Agreement, 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 Hedging Agreement. The Pledgor 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 all or any part of the Secured Obligations is rescinded, avoided, declared to be fraudulent or preferential, rescinded or must otherwise be restored by the Administrative Agent or any Lender Secured Party upon the insolvency, bankruptcy or reorganization of the any Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Collateral and shall (ai) be binding upon the Pledgor, its respective successors and assigns and (bii) 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 other Persons (including any other creditor of the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), 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. 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 all or any part of the Obligations is rescinded, avoided, declared to be fraudulent or preferential, rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) be binding upon the PledgorPledgors, its 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 (bii) 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, permitted transferees and permitted assigns. No other Persons (including any other creditor of the any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), subject to the provisions of the Credit Agreement, 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 Indenture or the applicable Other Second-Priority Agreement. The Pledgor Each of 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 payment, or any part thereof, of all or any part of the Secured Obligations is rescinded, avoided, declared to be fraudulent or preferential, rescinded or must otherwise be restored by the Administrative Agent or any Lender Secured Party upon the insolvency, bankruptcy or reorganization of the any Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Collateral and shall (ai) be binding upon the Pledgor, its respective successors and assigns and (bii) 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 other Persons (including any other creditor of the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), 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. 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 all or any part of the Obligations is rescinded, avoided, declared to be fraudulent or preferential, preferential or must otherwise be restored by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement Mortgage shall create a continuing Lien on and security interest in the Collateral Mortgaged Property and shall (ai) be binding upon the PledgorMortgagor, its respective successors and assigns and (bii) 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, permitted transferees and permitted assigns. No other Persons persons (including including, without limitation, any other creditor of the Pledgorany Credit Party) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), subject to the provisions of the Credit Agreement, 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. The Pledgor Mortgagor agrees that its obligations Table of Contents 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 all or any part of the Obligations is rescinded, avoided, declared to be fraudulent or preferential, rescinded or must otherwise be restored by the Administrative Agent or any Lender Secured Party upon the insolvency, bankruptcy or reorganization of the any Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) be binding upon the PledgorPledgors, its their respective successors and assigns and (bii) 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 other Persons (including including, without limitation, any other creditor of the any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), 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 AgreementAgreement and any applicable Swap Contract. The Pledgor agrees that its obligations hereunder 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 Administrative Agent for the benefit of the Secured Parties may become a party hereto upon execution and delivery to Administrative Agent of a joinder agreement substantially in the security interest created hereunder form attached hereto as EXHIBIT 4, and upon such execution and delivery shall continue be deemed to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of a "GUARANTOR" and a "PLEDGOR" for all or any part of the Obligations is rescinded, avoided, declared to be fraudulent or preferential, or must otherwise be restored by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Pledgor or otherwisepurposes hereunder.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) be binding upon the Pledgor, its respective successors and assigns and (bii) 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 other Persons (including including, without limitation, any other creditor of the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), 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. 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 all or any part Each Affiliate of the Obligations Borrower which from time to time after the initial date of this Agreement is rescinded, avoided, declared required under the Credit Agreement to be fraudulent or preferential, or must otherwise be restored by pledge any assets to the Administrative Agent or any Lender upon for the insolvency, bankruptcy or reorganization benefit of the Pledgor or otherwiseSecured 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 3, 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 Collateral Assignor’s rights under, the Earnings and shall (ai) be binding upon the PledgorAssignor, its respective successors and assigns and (bii) 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, permitted transferees and permitted assigns. No other Persons persons (including any other creditor of the PledgorAssignor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), subject to the provisions of the Credit Agreement, any Lender 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. The Pledgor 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 all or any part of the Secured Obligations is rescinded, avoided, declared to be fraudulent or preferential, rescinded or must otherwise be restored by the Administrative Agent or any Lender Assignee upon the insolvency, bankruptcy or reorganization of the Pledgor Assignor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Collateral and shall (a) subject to the entry of the Interim Financing Order or the Final Financing Order, as applicable, be binding upon the PledgorGrantors, its their respective successors and assigns and assigns, (b) 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, permitted transferees and permitted assignsassigns 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 including, without limitation, any other creditor of the Pledgorany Grantor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (b), subject to the provisions of the any Credit Agreement, any Lender 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. 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 all or any part of the Obligations is rescinded, avoided, declared to be fraudulent or preferential, or must otherwise be restored by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Collateral and shall (ai) be binding upon the Pledgor, its respective successors and assigns and (bii) 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 other Persons (including any other creditor of the Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), 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. 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 all or any part of the Obligations is rescinded, avoided, declared to be fraudulent or preferential, or must otherwise be restored by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (ai) be binding upon the PledgorPledgors, its their respective successors and assigns and (bii) 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 including, without limitation, any other creditor of the any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (bii), 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. The Pledgor agrees that its obligations hereunder 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 Administrative Agent for the benefit of the Secured Parties may become a party hereto upon execution and delivery to Administrative Agent of a joinder agreement substantially in the security interest created hereunder form attached hereto as Exhibit 4, and upon such execution and delivery shall continue be deemed to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of a "Guarantor" and a "Pledgor" for all or any part of the Obligations is rescinded, avoided, declared to be fraudulent or preferential, or must otherwise be restored by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Pledgor or otherwisepurposes hereunder.