Common use of Continuing Security Interest; Assignments under the Credit Agreement Clause in Contracts

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been asserted), (ii) the termination in full of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lenders), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transferee, and such permitted transferee shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest termination of (i) the Aggregate Commitments and the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (A) contingent indemnification obligations for as to which no claim has been asserted), asserted and (iiB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination in full of the Commitments and (iii) the latest date of or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding that it will not seek to enforce any rights that it has or may which have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen Cash Collateralized), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been assertednot yet accrued and payable), (ii) the termination in full Latest Maturity Date of the all Loans and Commitments and (iii) the latest date of termination or expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or receipt by Secured Cash Management Agreements as to which other arrangements satisfactory to the Collateral Agent of an irrevocable notice from each Issuing and the applicable L/C Issuer, Hedge Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or Cash Management Bank, as the case may be, have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen made), (b) be binding upon each Grantor, its Grantor and their successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest termination of (i) the Aggregate Commitments and the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (A) contingent indemnification obligations for as to which no claim has been asserted), asserted and (iiB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the termination in full of the Commitments and (iii) the latest date of or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding that it will not seek to enforce any rights that it has or may which have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen Cash Collateralized), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest date (such date being the “Release Date”) of (i) the termination of the Aggregate Commitments and payment in full in cash of all Obligations (or in the case of Obligations other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Agreements, the making of Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the relevant counterparties with respect theretoapplicable Cash Management Bank or Hedge Bank shall have been made) (other than contingent indemnification obligations for which no claim has been asserted), and (ii) the termination in full of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding that it will not seek as to enforce any rights that it has or may which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen made), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 11.06 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest date (such date being the “Release Date”) of (i) the termination of the Total Revolving Loan Commitment and payment in full in cash of all Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (A) contingent indemnification obligations for which no claim demand for payment has been asserted), made and (B) obligations and liabilities under Qualified Secured Cash Management Agreements and Qualified Secured Hedging Agreements as to which arrangements satisfactory to the applicable Cash Management Creditors or Hedge Creditors shall have been made) and (ii) the termination in full of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding that it will not seek as to enforce any rights that it has or may which other arrangements satisfactory to the Collateral Agent and the applicable Issuing Lender shall have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen made), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 13.04 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (x) obligations with respect to Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) the contingent indemnification obligations for which no claim has been assertednot yet accrued and payable under the Loan Documents), (ii) the termination in full of Maturity Date for the Commitments and Revolving Credit Facility, (iii) the latest date of Maturity Date for the Term Loan Facility and (iv) the termination or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lenders)Credit, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective permitted successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause subsection (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing guaranty and continuing security interest in the Collateral and shall (a) remain continue in full force and effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until the latest of (i) the payment in full in cash Credit Agreement has terminated pursuant to its express terms and (ii) all of all the Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than any contingent indemnification obligations for which no claim has not then due and payable) have been asserted), (ii) the termination paid in full and no commitments of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Administrative Agent or the Lenders), Lenders which would give rise to any Obligations are outstanding. (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 9.04 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, including all or any portion of its Commitments, Commitments and the Loans owing to it and the Note promissory note or Notespromissory notes, if any, held by it) to any permitted transferee, and such permitted transferee shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (x) obligations with respect to Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) the contingent indemnification obligations for which no claim has been assertednot yet accrued and payable under the Loan Documents), (ii) the termination in full of Maturity Date for the Commitments and Revolving Credit Facility, (iii) the latest date of Maturity Date for the Term Loan Facility and (iv) the termination or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lenders)Credit, (b) be binding upon each Grantor, its permitted successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective permitted successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause subsection (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing guaranty and continuing security interest in the Collateral and shall (a) remain continue in full force and effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until the latest of (i) the payment in full in cash Credit Agreement has terminated pursuant to its express terms and (ii) all of all the Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than any contingent indemnification obligations for which no claim has not then due and payable) have been asserted), (ii) the termination paid in full and no commitments of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Administrative Agent or the Lenders)Lenders which would give rise to any Obligations are outstanding, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 9.04 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, including all or any portion of its Commitments, Commitments and the Loans owing to it and the Note promissory note or Notespromissory notes, if any, held by it) to any permitted transferee, and such permitted transferee shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest date (such date being the “Release Date”) of (i) the termination of the Aggregate Commitments and payment in full in cash of all Obligations (or in the case of Obligations other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Agreements, the making of Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the relevant counterparties with respect theretoapplicable Cash Management Bank or Hedge Bank shall have been made) (other than contingent indemnification obligations for which no claim has been asserted), and (ii) the termination in full of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding that it will not seek as to enforce any rights that it has or may which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer shall have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen made), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.06 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until the latest later of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than in respect of contingent indemnification and reimbursement obligations for which no claim has been asserted), (iimade) and the termination in full of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by other than to the Agent extent that the Outstanding Amount of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it the L/C Obligations related thereto has or may have been Cash Collateralized in accordance with Section 2.03 the terms of the Credit Agreement against or a backstop letter of credit reasonably satisfactory to the Agent or applicable L/C Issuer is in place) and (ii) the Lenders)Latest Maturity Date, (b) be binding upon each Grantor, its successors and permitted assigns (including all Persons who become bound as a debtor to this Agreement) and (c) 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 their respective successors, permitted transferees successors and permitted assigns. Without limiting the generality of the foregoing clause (c), (x) no Grantor shall have the right to assign its rights or delegate its obligations under this Agreement or any interest herein, without the extent permitted in Section 9.08 prior written consent of the Credit Agreement, Administrative Agent and (y) any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case to the extent (and subject to the limitations) provided in Section 11.07 of the Credit Agreement. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, hereunder.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest date (such date being the “Release Date”) of (i) the termination of the Aggregate Commitments and payment in full in cash of all Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (A) contingent indemnification obligations for as to which no claim has been asserted), asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and (ii) the termination in full of the Commitments and (iii) the latest date of expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding that it will not seek as to enforce any rights that it has or may which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer shall have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen made), (b) be binding upon each Grantorthe Canadian Borrower, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.06 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (x) obligations with respect to Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) the contingent indemnification obligations for which no claim has been assertednot yet accrued and payable under the Loan Documents), (ii) the termination in full of Maturity Date for the Commitments and Revolving Credit Facility, (iii) the latest date of Maturity Date for the Term Loan Facility and (iv) the termination or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lenders)Credit, (b) be binding upon each GrantorPledgor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective permitted successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause subsection (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in in, and continuing pledge and assignment by way of security of, the Collateral and shall (a) remain in full force and effect until the latest termination of (i) the Aggregate Commitments and the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (A) contingent indemnification obligations for as to which no claim has been asserted), asserted and (iiB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the termination in full of the Commitments and (iii) the latest date of or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding that it will not seek to enforce any rights that it has or may which have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen Cash Collateralized), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest termination of (i) the Aggregate Commitments and the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (A) contingent indemnification obligations for as to which no claim has been asserted), asserted and (iiB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination in full of the Commitments and (iii) the latest date of or expiration or termination without any pending drawing of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that it will not seek to enforce any rights that it has or may issued such Letters of Credit shall have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen made), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, successors and permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been asserted)Obligations, (ii) the termination in full of the Commitments and (iii) the latest date of or expiration or termination of all Letters of Credit (or receipt by the payment to the Administrative Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 for the account of the Credit Agreement against L/C Issuer of amounts sufficient to fully Cash Collateralize the Agent aggregate undrawn amounts thereof or the Lendersmaking of other arrangements satisfactory to the L/C issuer), (iii) the termination or expiration of all Secured Hedge Agreements and (iv) the termination or expiration of all Commitments, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees successors and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.06 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral of each Grantor party hereto and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been asserted), (ii) the termination in full of the Commitments and (iii) the latest date of termination or expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Form of Security Agreement Cash Management Agreements (or receipt by or, in the Agent case of Letters of Credit, the cash collateralization thereof in an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek amount equal to enforce any rights that it has or may have in accordance with Section 2.03 105% of the Credit Agreement against the Agent or the Lendersface value thereof), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and assigns; provided, however, that upon any Grantor ceasing to be a Guarantor pursuant to the terms of the Credit Agreement or the Guaranty (whether by a permitted assignsdisposition of the Equity Interests in such Grantor or otherwise), this Agreement and all related Collateral Documents will terminate as to such Grantor. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 11.06 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been asserted)Obligations, (ii) the termination in full of all Commitments under the Commitments Credit Agreement and (iii) the latest date of termination or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lenders)and all Secured Interest Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender or Issuing Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement as permitted by Section 10.04 thereunder (including, without limitation, all or any portion of its Commitments, the Loans owing to it it, any issued Letters of Credit and the Note or Notespromissory notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender or Issuing Lender herein or otherwise, in each case as provided in Section 10.04 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no are not then due and payable; provided that in the case of any such obligations as to which the Administrative Agent or any Lender has made a claim which has not been assertedsatisfied, such obligations have been cash collateralized in an amount sufficient in the reasonable judgment of the Administrative Agent or such Lender to satisfy such claim), (ii) the termination in full or expiration of the Commitments all Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements, and (iii) the latest earlier of (A) the Termination Date and (B) the date of expiration or termination of all Letters of Credit (or receipt by on which the Company shall have executed and delivered to the Administrative Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek agreement, in form and substance reasonably satisfactory to enforce any the Administrative Agent, terminating its rights that it has or may have in accordance with Section 2.03 under Sections 2.18 and 2.19 of the Credit Agreement against (such latest event, the Agent or the Lenders“Discharge”), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 9.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest termination of (i) the Aggregate Commitments and the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than (A) contingent indemnification obligations for as to which no claim has been asserted), asserted and (iiB) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the termination in full of the Commitments and (iii) the latest date of or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter other than Letters of Credit outstanding that it will not seek to enforce any rights that it has or may which have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lendersbeen Cash Collateralized), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) ERROR! BOOKMARK NOT DEFINED. the payment in full in cash of all the Secured Obligations other than Obligations with respect to Secured Hedge Agreements and Cash Management Obligations not yet due and payable, ERROR! BOOKMARK NOT DEFINED. the Maturity Date and ERROR! BOOKMARK NOT DEFINED. the cash collateralization or back-stop (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably on terms satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been assertedAdministrative Agent), (ii) the termination in full of the Commitments and (iii) the latest date of or expiration or termination of all Letters of Credit (or receipt by the Agent of an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek to enforce any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lenders)Credit, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their permitted respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) unless the Pledgors and the Administrative Agent otherwise agree, remain in full force and effect until the latest of (i) the payment in full in cash of all the Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations indemnities, costs and expenses that survive termination of a Loan Document but as to which demand for which no claim payment has not then been asserted), (iimade) and the termination in full of all Commitments, the Commitments and (iii) the latest date of termination or expiration or termination of all Letters of Credit (or receipt by and the Agent maturing of an irrevocable notice all Acceptances, notwithstanding that from each Issuing Bank with a Letter of Credit outstanding that it will not seek time to enforce time prior thereto the Pledgors may be free from any rights that it has or may have in accordance with Section 2.03 of the Credit Agreement against the Agent or the Lenders)Obligations, (b) be binding upon each GrantorPledgor, 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, the Secured Parties Creditors and their respective successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender Secured Creditor may assign or otherwise transfer all (in whole or in part) any portion of its rights and obligations under the Credit Agreement (includingNote, without limitation, all Loan or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, other Obligation held by it) it to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender herein Secured Creditor under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.8 and Article X of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Agreement shall create a continuing security interest in the Collateral of each Grantor party hereto and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all the Secured Obligations (or in the case of Obligations under Secured Agreements, the making of arrangements reasonably satisfactory to the relevant counterparties with respect thereto) (other than contingent indemnification obligations for which no claim has been asserted), (ii) the termination in full of the Commitments and (iii) the latest date of termination or expiration or termination of all Letters of Credit Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (or receipt by or, in the Agent case of Letters of Credit, the cash collateralization thereof in an irrevocable notice from each Issuing Bank with a Letter of Credit outstanding that it will not seek amount equal to enforce any rights that it has or may have in accordance with Section 2.03 105% of the Credit Agreement against the Agent or the Lendersface value thereof), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and assigns; provided, however, that upon any Grantor ceasing to be a Guarantor pursuant to the terms of the Credit Agreement or the Guaranty (whether by a permitted assignsdisposition of the Equity Interests in such Grantor or otherwise), this Agreement and all related Collateral Documents will terminate as to such Grantor. Without limiting the generality of the foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any permitted transfereeother Person, and such permitted transferee other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 11.06 of the Credit Agreement.