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 to the extent provided herein (a) remain in full force and effect until the termination of the Aggregate Commitments and the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (other than Letters of Credit which have been 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 and permitted transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations as to for which no claim has been asserted asserted), (ii) the earlier of (A) the termination in full of the Lenders’ commitments under the Credit Agreement and (B) obligations the Termination Date and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements(iii) and the termination or expiration of all Letters of Credit and all Secured Hedge Agreements and Secured Cash Management Agreements (other than Letters of Credit which have been Cash Collateralizedsuch latest date, the “Security Termination Date”), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party 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 Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided and subject to the conditions 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 to the extent provided herein (a) except as otherwise provided in Section 9.16 of the Credit Agreement, remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations Obligations, (other than (Aii) contingent indemnification obligations as to which no claim has been asserted the Termination Date and (Biii) obligations and liabilities under Secured the termination, expiration, Cash Management Agreements and Secured Hedge Agreements) and the termination Collateralization or expiration backstopping of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized)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 respective successors and 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, including all or any portion of its Commitments, the Revolving Loans owing to it and the Note or Notes, if any, held by it) to any other Personpermitted transferee, and such other Person permitted transferee shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than Obligations with respect to Secured Hedge Agreements and Cash Management Obligations not yet due and payable, (Aii) contingent indemnification obligations as to which no claim has been asserted the Maturity Date and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (or other than Letters of Credit which have been Cash Collateralized)provision therefor in full in a manner reasonably satisfactory to the L/C Issuer, (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 and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to 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 to the extent provided herein (a) remain in full force and effect until the earlier of (i) the termination of the Aggregate Commitments Security Period and (ii) latest of (x) the payment in full in cash of the Secured Obligations Obligations, (other than (Ay) contingent indemnification obligations as to which no claim has been asserted the Termination Date and (Bz) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (or the provision of cash collateral or other than Letters of Credit which have been Cash Collateralized)credit support therefor satisfactory to the applicable Issuing Banks thereof, (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 Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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, its participations in any Letter of Credit, the Loans Advances owing to it and the Note or Notes, if any, held by it) 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, in each case subject to as provided in Section 10.07 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 to the extent provided herein (a) remain in full force and effect until the date (such date being the “Release Date”) of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Secured all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge AgreementsAgreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and (ii) the expiration or termination or expiration of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer shall have been Cash Collateralizedmade), (b) be binding upon each Grantorthe Canadian Borrower, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to as provided in Section 10.07 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations and, (other than (Aii) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized)Termination Date, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent Grantee hereunder, to the benefit of the Grantors, the Secured Parties and their respective successors and permitted successors, transferees and assigns; provided however that in the event all Secured Obligations have been discharged other than those relating to an Extended Letter of Credit and there shall have been established and funded a Cash Collateral Account as provided for in Section 3.13 of the Credit Agreement, the security interest in the Collateral shall be released at such time. Without limiting the generality of the foregoing clause (c)) but subject to the limitations set forth in Section 11 of the Credit Agreement, any Lender Creditor 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 Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case subject to as provided in Section 10.07 11 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 to the extent provided herein (a) remain in full force and effect until the termination of the Aggregate Commitments and the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations indemnities, costs and expenses that survive termination of a Loan Document but as to which no claim demand for payment has not then been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and made), the termination of all Commitments, the termination or expiration of all Letters of Credit (other than Letters and the maturing of Credit which have been Cash Collateralized)all Acceptances, notwithstanding that from time to time prior thereto Borrower may be free from any Obligations, (b) be binding upon each GrantorBorrower, 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 and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such 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 each case subject such assignment or transfer, and to the provisions of Section 10.07 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 and shall to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations Obligations, (other than (Aii) contingent indemnification obligations as to which no claim has been asserted the Term Loan Maturity Date and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (other than Letters of Credit which have been that are cash collateralized or backstopped by another letter of credit, in each case on terms to the reasonable satisfaction of the Administrative Agent and the Issuing Bank) and all Secured Cash Collateralized)Management Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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(s), the Loans owing to it and the Note any promissory note or Notesnotes, if any, held by it) 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, in each case subject to as provided in Section 10.07 9.04 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations as to for which no claim has been asserted and excluding Obligations in respect of the Secured Hedge Agreements and Secured Cash Management Agreements), and (ii) the earlier of (A) the termination in full of the Lenders’ commitments under the Credit Agreement and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit Termination Date (other than Letters of Credit which have been Cash Collateralizedsuch latest date, the “Security Termination Date”), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party 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 Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided and subject to the conditions 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 to the extent provided herein (a) remain in full force and effect until the termination later of (i) the Aggregate Commitments and the indefeasible payment in full in cash of the Secured Obligations Obligations, (other than (Aii) contingent indemnification obligations as to which no claim has been asserted the termination of the Revolving Credit Commitment, and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration, termination or expiration cancellation of all of the Letters of Credit (other than Letters of Credit which have been Cash Collateralized)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 Administrative Agent, the Lender Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 CommitmentsRevolving Credit Commitment, the Loans Revolving Credit Advances owing to it and the Note or Notes, if any, Revolving Credit Note(s) held by it) 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, in each case subject to as provided in Section 10.07 of the Credit Agreement.11.7

Continuing Security Interest; Assignments under the Credit Agreement. This Pledge Agreement shall create a continuing security interest in the Collateral and shall to the extent provided herein (a) remain in full force and effect until the termination of the Aggregate Commitments and the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations indemnities, costs and expenses that survive termination of a Loan Document but as to which no claim demand for payment has not then been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and made), the termination of all Commitments, the termination or expiration of all Letters of Credit (other than Letters and the maturing of Credit which have been Cash Collateralized)all Acceptances, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations, (b) be binding upon each Grantorthe Borrower, 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 and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such 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 each case subject such assignment or transfer, and to the provisions of Section 10.07 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 and shall to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations Obligations, (other than (Aii) contingent indemnification obligations as to which no claim has been asserted the termination in full of the Commitments and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit and all Secured Hedge Agreements (other than or, in the case of Letters of Credit which have been Cash CollateralizedCredit, the cash collateralization thereof in an amount equal to 105% of the face value thereof), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 Advances owing to it and the Note or Notes, if any, held by it) 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, in each case subject to as provided in Section 10.07 8.07 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations Obligations, (other than (Aii) contingent indemnification obligations as to which no claim has been asserted the Term Loan Maturity Date and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized)that are cash collateralized or backstopped by another letter of credit, in each case on terms to the reasonable satisfaction of the Administrative Agent and the Issuing Bank) and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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(s), the Loans owing to it and the Note any promissory note or Notesnotes, if any, held by it) 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, in each case subject to as provided in Section 10.07 9.04 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 to the extent provided herein (a) remain in full force and effect until the termination later of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations Obligations, (other than (A) Obligations with respect to contingent indemnification obligations as to which no claim has been asserted obligations, Secured Hedging Obligations and Cash Management Obligations not yet due and payable) and the termination of the Commitments and (Bii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (or other than Letters of Credit which have been Cash Collateralized)provision therefor in full in a manner reasonably satisfactory to the L/C Issuer, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their permitted respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations as to for which no claim has been asserted and excluding Obligations in respect of the Secured Hedge Agreements and Secured Cash Management Agreements), and (ii) the earlier of (A) the termination in full of the Lenders’ commitments under the Credit Agreement and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit Termination Date (other than Letters of Credit which have been Cash Collateralizedsuch latest date, the “Security Termination Date” ), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party 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 Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided and subject to the conditions 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 to the extent provided herein (a) remain in full force and effect until the termination of the Aggregate Commitments and the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification or other contingent obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements, in each case, as to which no claim has been asserted) and the termination or expiration of all Letters of Credit (other than Letters of Credit which have been 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 and permitted transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than (A) Obligations with respect to contingent indemnification obligations as to which no claim has been asserted obligations, FNIS Notes Obligations, Secured Hedging Obligations and Cash Management Obligations not yet due and payable) and the termination of the Commitments and (Bii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (or other than Letters of Credit which have been Cash Collateralized)provision therefor in full in a manner reasonably satisfactory to the L/C Issuer, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their permitted respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to as provided in Section 10.07 11.07 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than the Cash Management Obligations), (Aii) contingent indemnification obligations as to which no claim has been asserted the termination in full of the Commitments and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit and all Secured Hedge Agreements (other than or, in the case of Letters of Credit which have been Cash CollateralizedCredit, the cash collateralization thereof in an amount equal to 105% of the face 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 and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 Del Monte Security Agreement the Note or Notes, if any, held by it) 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, in each case subject to as provided in Section 10.07 11.06 of the Credit Agreement.

Continuing Security Interest; Assignments under the Credit Agreement. This Non-Shared Security Agreement shall create a continuing security interest in the Non-Shared Collateral and shall to the extent provided herein (a) remain in full force and effect until the later of (i) the release of all of the Non-Shared Collateral and (ii) the termination of the Aggregate Commitments and the payment in full in cash of the all Non-Shared Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted not yet accrued and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreementspayable) and the expiration or termination or expiration of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized)Credit, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Non-Shared Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 Advances owing to it and the Note or Notes, if any, held by it) 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, in each case subject to as provided in Section 10.07 11.07 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than under indemnification and reimbursement provisions for which claims have not been asserted, (Aii) contingent indemnification obligations as to which no claim has been asserted the Termination Date and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (other than Letters of Credit and all Secured Hedge Agreements which have not otherwise been Cash Collateralized)provided for in a manner satisfactory to the Issuing Bank or the Hedge Bank, as the case may be, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party 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 Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case subject to as provided in Section 10.07 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than contingent obligations not yet accrued and payable), (Aii) contingent indemnification obligations as to which no claim has been asserted the Latest Maturity Date of all Term Loans and Term Commitments and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit Secured Hedge Agreements (other than Letters of Credit Secured Hedge Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable Hedge Bank have been Cash Collateralizedmade), (b) be binding upon each Grantor, its Grantor and their successors and assigns and (c) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 Term Commitments, the Term Loans owing to it and the Note or Notes, if any, held by it) 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, in each case subject to 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 to the extent provided herein (a) remain in full force and effect until the termination of the Aggregate Commitments and the payment in full in cash of the Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the termination or expiration of all Letters of Credit (other than Letters of Credit which have been 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 and permitted transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to 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 to the extent provided herein (a) remain in full force and effect until the termination latest of the Aggregate Commitments and (i) the payment in full in cash of the Secured Obligations (other than Obligations with respect to Secured Hedge Agreements and Cash Management Obligations not yet due and payable, (Aii) contingent indemnification obligations as to which no claim has been asserted the Maturity Date of the Term Loan Facility and (Biii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the cash collateralization or back-stop (on terms reasonably satisfactory to the Administrative Agent), termination or expiration of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized)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 and permitted successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), 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 other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case subject to as provided in Section 10.07 of the Credit Agreement.