Common use of Continuing Security Interest; Transfer of Collateral Clause in Contracts

Continuing Security Interest; Transfer of Collateral. This Security Agreement shall create a continuing Lien and security interest in the Collateral and shall (i) unless otherwise provided in the Senior Note Indenture, the Convertible Note Indenture or this Security Agreement, remain in full force and effect until payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture, (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents; provided, however, that after receipt from the Leasing Company by the Collateral Agent of a request for a release of any Collateral permitted under the Senior Note Indenture and the Convertible Note Indenture upon the sale, transfer, assignment, exchange or other disposition of such Collateral not prohibited by the Senior Note Indenture and the Convertible Note Indenture and upon receipt by the Collateral Agent of all proceeds of such sale, transfer, assignment, exchange or other disposition required to be remitted to the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) or the Collateral constituting the proceeds of such sale, transfer, assignment, exchange or other disposition being made subject to a Lien and security interest in favor of the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, which Lien has the same priority as had the Lien on the Collateral being sold, assigned or otherwise disposed of, such Collateral shall be released from the Lien and security interest created hereunder and no longer constitute Collateral. Upon the payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture, (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, the Leasing Company shall be entitled to the return, upon its request and at its expense, of such of the Collateral pledged by it as shall not have been sold or otherwise applied pursuant to the terms hereof. This Security Agreement shall be binding upon the Leasing Company, its successors and assigns, and inure, together with the rights and remedies of the Trustees hereunder, to the benefit of the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes, and the Convertible Note Trustee and the Holders of the Convertible Notes and their respective successors, transferees and assigns.

Continuing Security Interest; Transfer of Collateral. This Security Agreement shall create a continuing Lien and security interest in the Collateral and shall (i) unless otherwise provided in the Senior Convertible Note Indenture, the Convertible Senior Note Indenture or this Security Agreement, remain in full force and effect until payment in full of (A) the Convertible Notes under the terms of the Convertible Note Indenture, (B) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, (C) the Senior Notes under the terms of the Senior Note Indenture, Indenture and (BD) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents; provided, however, that after receipt from the Leasing Company by the Collateral Agent of a request for a release of any Collateral permitted under the Senior Convertible Note Indenture and the Convertible Senior Note Indenture upon the sale, transfer, assignment, exchange or other disposition of such Collateral not prohibited by the Convertible Note Indenture and the Senior Note Indenture and the Convertible Note Indenture and (upon receipt by the Collateral Agent of all proceeds of such sale, transfer, assignment, exchange or other disposition required to be remitted to the Collateral Agent or the Senior Convertible Note Trustee (or the Convertible Senior Note Trustee if the Senior Convertible Notes are no longer outstanding and the Senior Convertible Note Indenture has been satisfied and discharged) or the and any such Collateral constituting the proceeds of such sale, transfer, assignment, exchange or other disposition being made subject to a Lien and security interest in favor of the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, which Lien has the same priority as had the Lien on the such Collateral being sold, assigned or otherwise disposed of, such Collateral shall be released from the Lien and security interest created hereunder and no longer constitute Collateral. Upon the payment in full of (A) the Convertible Notes under the terms of the Convertible Note Indenture, (B) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, (C) the Senior Notes under the terms of the Senior Note Indenture, Indenture and (BD) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, the Leasing Company shall be entitled to the return, upon its request and at its expense, of such of the Collateral pledged by it as shall not have been sold or otherwise applied pursuant to the terms hereof. This Security Agreement shall be binding upon the Leasing Company, its successors and assigns, and inure, together with the rights and remedies of the Trustees hereunder, to the benefit of the Collateral Agent, the Convertible Note Trustee and the Holders of the Convertible Notes, and the Senior Note Trustee and the Holders of the Senior Notes, and the Convertible Note Trustee and the Holders of the Convertible Notes and their respective successors, transferees and assigns.

Continuing Security Interest; Transfer of Collateral. This Security Agreement shall create a continuing Lien and security interest in the Collateral and shall (i) unless otherwise provided in the Senior Note Indenture, the Convertible Note Indenture or this Security Agreement, remain in full force and effect until payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture, (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents; provided, however, that after receipt from the Leasing Company by the Collateral Agent of a request for a release of any Collateral permitted under the Senior Note Indenture and the Convertible Note Indenture upon the sale, transfer, assignment, exchange or other disposition of such Collateral not prohibited by the Senior Note Indenture and the Convertible Note Indenture and upon receipt by the Collateral Agent of all proceeds of such sale, transfer, assignment, exchange or other disposition required to be remitted to the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) or the Collateral constituting the proceeds of such sale, transfer, assignment, exchange or other disposition being is made subject to a Lien and security interest in favor of the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, which Lien has the same priority as had the Lien on the Collateral being sold, assigned or otherwise disposed of, such Collateral shall be released from the Lien and security interest created hereunder and no longer constitute Collateral. Upon the payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture, (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, the Leasing Company shall be entitled to the return, upon its request and at its expense, of such of the Collateral pledged by it as shall not have been sold or otherwise applied pursuant to the terms hereof. This Security Agreement shall be binding upon the Leasing Company, its successors and assigns, and inure, together with the rights and remedies of the Trustees hereunder, to the benefit of the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes, and the Convertible Note Trustee and the Holders of the Convertible Notes and their respective successors, transferees and assigns.

Continuing Security Interest; Transfer of Collateral. This Security Agreement shall create a continuing Lien and security interest in the Collateral and shall (i) unless otherwise provided in the Senior Note Indenture, the Convertible Note Indenture or this Security Agreement, Agreement remain in full force and effect until payment in full of (A) the Senior Secured Notes under the terms of the Senior Note Indenture, Indenture and (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees Indenture and the Senior Note Collateral DocumentsSecurity Agreements; PROVIDED, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents; provided, howeverHOWEVER, that after receipt from the Leasing Company Issuer by the Collateral Agent of a request for a release of any Collateral permitted under the Senior Note Indenture and the Convertible Note Indenture upon the sale, transfer, assignment, exchange or other disposition of such Collateral not prohibited by the Senior Note Indenture and the Convertible Note Indenture and upon receipt by the Collateral Agent of all proceeds of such sale, transfer, assignment, exchange or other disposition required to be remitted to the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) or the Collateral constituting the proceeds of such sale, transfer, assignment, exchange or other disposition being made subject to a Lien and security interest in favor of the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Secured Notes, which Lien has the same priority as had the Lien on the Collateral being sold, assigned or otherwise disposed of, such Collateral shall be released from the Lien and security interest created hereunder and no longer constitute Collateral. Upon the payment in full of (A) the Senior Secured Notes under the terms of the Senior Note Indenture, Indenture and (B) all Obligations then due and owing under the Senior Note IndentureIndenture and the Security Agreements, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, the Leasing Company Issuer shall be entitled to the returnreturn (and release of any Lien), upon its request and at its expense, of such of the Collateral pledged by it as shall not have been sold or otherwise applied pursuant to the terms hereof. This Security Agreement shall be binding upon the Leasing CompanyIssuer, its successors and assigns, and inure, together with the rights and remedies of the Trustees Trustee hereunder, to the benefit of the Collateral Agent, the Senior Note Trustee and Trustee, the Holders of the Senior Notes, and the Convertible Note Trustee and the Holders of the Convertible Secured Notes and their respective successors, transferees and assigns.

Continuing Security Interest; Transfer of Collateral. This Security Agreement shall create a continuing Lien and security interest in the Collateral and shall (i) unless otherwise provided in the Senior Note Indenture, the Convertible Note Indenture or this Security Agreement, remain in full force and effect until payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture, (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents; provided, however, that after receipt from the Leasing Company by the Collateral Agent of a request for a release of any Collateral permitted under the Senior Note Indenture and the Convertible Note Indenture upon the sale, transfer, assignment, exchange or other disposition of such Collateral not prohibited by the Senior Note Indenture and the Convertible Note Indenture and upon receipt by the Collateral Agent of all proceeds of such sale, transfer, assignment, exchange or other disposition required to be remitted to the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) or the Collateral constituting the proceeds of such sale, transfer, assignment, exchange or other disposition being is made subject to a Lien and security interest in favor of the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, which Lien has the same priority as had the Lien on the Collateral being sold, assigned or otherwise disposed of, such Collateral shall be released from the Lien and security interest created hereunder and no longer constitute Collateral. Upon the payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture, (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and 24 26 (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, the Leasing Company shall be entitled to the return, upon its request and at its expense, of such of the Collateral pledged by it as shall not have been sold or otherwise applied pursuant to the terms hereof. This Security Agreement shall be binding upon the Leasing Company, its successors and assigns, and inure, together with the rights and remedies of the Trustees hereunder, to the benefit of the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes, and the Convertible Note Trustee and the Holders of the Convertible Notes and their respective successors, transferees and assigns.