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, 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 Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other Persons (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 Secured Party 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 Secured Party, herein or otherwise, subject however, to the provisions of the Indenture or the applicable Other Second-Priority Agreement. 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as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.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 PledgorsGrantors, their respective successors and 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 assigns and (ii) inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other Persons persons (including 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 (ii), any Secured Party 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 Secured Party, herein or otherwise, subject subject, however, to the provisions of the Indenture Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement, a Secured Foreign Line of Credit Agreement, a Secured Franchisee Loan Facility Guaranty or the applicable Other Second-Priority a Secured Cash Management Agreement, such Secured Hedge Agreement, Secured Foreign Line of Credit Agreement, Secured Franchisee Loan Facility Guaranty or Secured Cash Management Agreement, as applicable. Each of the Pledgors Grantors 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 or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor Grantor 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, 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 assigns and (ii) inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral 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 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 Secured Party Lender 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 Secured PartyLender, herein or otherwise, subject however, to the provisions of the Indenture or the applicable Other Second-Priority Credit Agreement. Each of the Pledgors 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 Secured Obligations is rescinded or must otherwise be restored by the Secured Party Administrative Agent or any Lender upon the bankruptcy or reorganization of any the 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, 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 assigns and (iib) inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral 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 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 Secured Party Lender 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 Secured PartyLender, herein or otherwise, subject however, to the provisions of the Indenture or the applicable Other Second-Priority Credit Agreement. Each of the Pledgors 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 Secured Obligations is rescinded rescinded, avoided, declared to be fraudulent or preferential, or must otherwise be restored by the Secured Party Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any the Pledgor 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, 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 assigns and (ii) inure, together with the rights and remedies of the Collateral Agent Mortgagee hereunder, to the benefit of the Collateral Agent Mortgagee and the other Secured Parties and each of their respective successors, transferees and assigns. No other Persons (including 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 Secured Party Lender 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 Secured PartyLender, herein or otherwise, subject however, to the provisions of the Indenture or the Credit Agreement and any applicable Other Second-Priority Hedging Agreement. Each of the Pledgors 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 all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Security Agreement Collateral and shall (ia) remain in full force and effect until the payment in full of all Secured Obligations, (b) be binding upon on the Pledgors, their respective successors and 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 (iib) inure, together with the rights and remedies of the Collateral Agent Lender hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective permitted successors, transferees and assigns. No other Persons (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 (iib), any Secured Party may assign or otherwise transfer any indebtedness Secured Obligation 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 Secured Party, herein or otherwise, subject however, to the provisions of the Indenture other Loan Documents and any Secured Hedge Agreement or Secured Cash Management Agreement to which such Secured Party is a party; provided , that in the applicable Other Second-Priority Agreement. Each case of any such assignment or transfer of Secured Obligation in connection with any Secured Hedge Agreement or Secured Cash Management Agreement to a Person other than a Hedge Bank or a Cash Management Bank, as the Pledgors agrees that its obligations hereunder and the security interest created hereunder case may be, such obligation shall continue cease to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of a Secured Obligation and such other Person shall not become vested with the benefits in respect thereof granted to the transferring Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwiseParty.

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, provided that, except as permitted by the Indenture and the Other Second-Priority Obligations DocumentsCredit Agreement, 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 Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other Persons (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 Secured Party 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 Secured Party, herein or otherwise, subject however, to the provisions of Credit Agreement and, in the Indenture case of a Secured Party that is a party to a Secured Cash Management Agreement or the applicable Other Second-Priority a Secured Hedge Agreement, such Secured Cash Management Agreement or Secured Hedge Agreement, as applicable. 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 or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor 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 respective its successors and 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 assigns and (ii) inure, together with the rights and remedies of the Collateral Agent Mortgagee hereunder, to the benefit of the Collateral Agent and Mortgagee for the other benefit of the Secured Parties and each of their respective successors, transferees and assigns. No other Persons persons (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 Secured Party 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 Secured Party, herein or otherwise, subject subject, however, to the provisions of the Indenture Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement or the applicable Other Second-Priority a Secured Cash Management Agreement, such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. Each of the Pledgors 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 all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any 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, 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 assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other Persons persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto, except as otherwise provided in the Indenture or the Intercreditor Agreement. Without limiting the generality of the foregoing clause (ii), any Secured Party 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 Secured Party, herein or otherwise, subject however, to the provisions of the Indenture or the applicable Other Second-Priority AgreementIndenture. 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 or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.

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, 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 assigns and (ii) inure, together with the rights and remedies of the Collateral Agent Assignee hereunder, to the benefit of the Collateral Agent Assignee and the other Secured Parties and each of their respective its successors, transferees and assigns. No other Persons persons (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 Secured Party the Assignee may assign or otherwise transfer any indebtedness held by it secured by this Agreement Assignment to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Partythe Assignee, herein or otherwise, subject however, to the provisions of the Indenture or the applicable Other Second-Priority Credit Agreement. Each of the Pledgors 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 all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party Assignee upon the bankruptcy or reorganization of any Pledgor the Assignor or otherwise.

Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Security Agreement Collateral and shall (ia) remain in full force and effect until the payment in full of all Secured Obligations, (b) be binding upon on the Pledgors, their respective successors and 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 (iib) inure, together with the rights and remedies of the Collateral Agent Lender hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective permitted successors, transferees and assigns. No other Persons (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 (iib), any Secured Party may assign or otherwise transfer any indebtedness Secured Obligation 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 Secured Party, herein or otherwise, subject however, to the provisions of the Indenture other Loan Documents and any Secured Hedge Agreement or Secured Cash Management Agreement to which such Secured Party is a party; provided, that in the applicable Other Second-Priority Agreement. Each case of any such assignment or transfer of Secured Obligation in connection with any Secured Hedge Agreement or Secured Cash Management Agreement to a Person other than a Hedge Bank or a Cash Management Bank, as the Pledgors agrees that its obligations hereunder and the security interest created hereunder case may be, such obligation shall continue cease to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of a Secured Obligation and such other Person shall not become vested with the benefits in respect thereof granted to the transferring Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwiseParty.