Common use of Continuing Security Interest; Transfer of Loans; Termination and Release Clause in Contracts

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section 20(b), and (B) the payment in full of the Secured Obligations (excluding the Other Permitted Credit Exposure and obligations under or in respect of the Permitted Secured Debt Documents or contingent obligations as to which no claim has been asserted), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender), (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of Section 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of any Permitted Secured Debt may assign or otherwise transfer any Permitted Secured Debt to any other Person in accordance with the applicable Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier payment in full of all Secured Obligations (other than unmatured contingent obligations and subject to occur the Issuer’s, Holdings’ or any Subsidiary Party’s rights pursuant to Section 11.10 of (A) the Indenture to request termination of this Agreement and the security interest granted hereby pursuant to Section 20(b), and (B) the upon payment in full of all of the Secured Obligations (excluding the Other Permitted Credit Exposure and obligations under or in respect of the Permitted Secured Debt Documents or other than unmatured contingent obligations as to which no claim has been assertedobligations)), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender), (ii) be binding upon Grantors and their respective each Grantor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Notes Collateral Agent hereunder, to the benefit of the Notes Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii)foregoing, (A) but subject to the provisions of Section 12.8 terms of the Credit AgreementIndenture, any Lender Holder may assign or otherwise transfer any Loans Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties Holders herein or otherwise. Upon the payment in full of all Secured Obligations (other than unmatured contingent obligations), this Agreement and the security interest granted hereby shall automatically terminate hereunder and of record without further action by any party and, subject to the Intercreditor Agreement, all rights to the Collateral shall revert to the Grantors. Upon any such termination, the Notes Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination, and shall return any Collateral in its possession to the Grantors. A Grantor will be entitled to the release of property and other assets included in the Collateral from the Liens securing the Notes as provided in the Indenture and the Intercreditor Agreement, including Sections 11.01, 11.03, 11.04 and 11.10 of the Indenture and Section 2.05 of the Intercreditor Agreement. Upon any such release of Collateral the Notes Collateral Agent shall, at the applicable Grantor’s expense, and as promptly as practicable, (Bx) any Other Permitted Credit Exposure Holder may assign execute and deliver or otherwise transfer authorize the filing of (i) such instruments or releases to evidence such release and (ii) such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Notes Collateral Agent, including financing statement amendments to evidence such release and (y) perform or cause to be performed all acts as are reasonably necessary to effectuate such release. Upon any Other Permitted Credit Exposure disposition of property permitted by the Indenture, the Liens granted herein shall be deemed to any other Lender or Affiliate of Lender in accordance with be automatically released and such property shall automatically revert to the applicable Other Permitted Credit Exposure Documents Grantor with no further action on the part of any Person and such other upon the consummation of any transaction permitted assignee shall thereupon become vested with all by the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder Indenture as a Secured Party result of which any Grantor ceases to be a Subsidiary of Holdings and is released from its Guarantee of the Notes, such Grantor shall automatically be released from its obligations hereunder and the Liens granted herein or otherwise and (C) any holder in the Collateral of such Grantor shall be deemed to be automatically released, in each case, with no further action on the part of any Permitted Secured Debt may assign or otherwise transfer any Permitted Secured Debt to any other Person in accordance with the applicable Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwisePerson.

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section 20(b), and (B) the payment in full of the Secured Obligations (excluding the Other Permitted Credit Exposure and obligations under or in respect of the Permitted Secured Debt Documents or contingent obligations as to which no claim has been assertedDocuments), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender)Credit, (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of Section 12.8 subsection 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of any Permitted Secured Debt may assign or otherwise transfer any Permitted Secured Debt to any other Person in accordance with the applicable Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section 20(b), and (B) the payment Payment in full of the Secured Obligations (excluding the Other Permitted Credit Exposure and obligations under or in respect of the Permitted Secured Debt Documents or contingent obligations as to which no claim has been asserted), the cancellation or termination of the Commitments and the cancellation or expiration Full of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender)Secured Obligations, (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the relevant assignment provisions of Section 12.8 set forth in each of the Credit Documents and the Intercreditor Agreement, (A) any Detroit L/C Agent or Detroit L/C Lender may assign or otherwise transfer any Loans held by it its rights under the Detroit L/C Facility Agreement to any other Person, and in each case such other Person shall thereupon become vested with all the benefits in respect thereof granted to Detroit L/C Agents or Detroit L/C Lenders, as applicable, herein or otherwise (subject to the terms of the Intercreditor Agreement), (B) the New L/C Agent and any New L/C Lender may assign or otherwise transfer its rights under the New L/C Facility Agreement to any other Person, and in each case such other Person shall thereupon become vested with all the benefits in respect thereof granted to the New L/C Agent or such New L/C Lender, as applicable, herein or otherwise (subject to the terms of the Intercreditor Agreement) and (C) any High Yield Noteholder may assign or otherwise transfer any High Yield Note to any other Person in accordance with the High Yield Indenture, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party High Yield Noteholders herein or otherwise and (C) any holder subject to the terms of any Permitted Secured Debt may assign or otherwise transfer any Permitted Secured Debt to any other Person in accordance with the applicable Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwiseIntercreditor Agreement).

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full fall-force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section 20(b), and (B) the payment in full of the the-Secured Obligations (excluding other than Secured Obligations which, after the Other Permitted Credit Exposure and obligations under or in respect occurrence of all of the Permitted foregoing actions, are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Lender Hedge Agreements, Letters of Credit or any other Loan Documents survive the termination of the Credit Agreement, the repayment of the Secured Debt Documents Obligations, the termination of the Commitments, the expiration, cancellation or contingent obligations as to which no claim has been assertedcash collateralization of all Letters of Credit and the termination, expiration or cancellation of all Lender Hedge Agreements), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless or the cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lendercollateralization thereof), (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent Secured Party hereunder, to the benefit of Collateral Secured Party (on its own behalf and as Administrative Agent for and representative of the Beneficiaries) and its (and such Beneficiaries’) successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of Section 12.8 subsection 10.1 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, otherwise and (B) any Other Permitted Credit Exposure Holder Hedge Agreement Counterparty may assign or otherwise transfer any Other Permitted Credit Exposure Lender Hedge Agreement to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as which it is a Secured Party herein or otherwise and (C) any holder of any Permitted Secured Debt may assign or otherwise transfer any Permitted Secured Debt party to any other Person in accordance with the applicable Permitted Secured Debt Documents terms of such Lender Hedge Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party Hedge Agreement Counterparties herein or otherwise.

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section 20(b), and (B) the payment in full of the Secured Obligations (excluding the Other Permitted Credit Exposure and obligations under or in respect of the Permitted Secured New Senior Debt Documents or contingent obligations as to which no claim has been assertedDocuments), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender)Credit, (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of Section 12.8 subsection 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of any Permitted Secured New Senior Debt may assign or otherwise transfer any Permitted Secured New Senior Debt to any other Person in accordance with the applicable Permitted Secured New Senior Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section 20(b), and (B) the payment in full of the Secured Obligations (excluding the Other Permitted Credit Exposure Exposure, Interest Rate Obligations and Currency Obligations and obligations under or in respect of the Permitted Secured New Senior Debt Documents or contingent obligations as to which no claim has been assertedDocuments), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender)Credit, (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of Section 12.8 subsection 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Interest Rate Exchanger or Currency Exchanger may assign or otherwise transfer any Interest Rate Agreement or Currency Agreement to which it is a party to any other Lender or Affiliate of a Lender in accordance with the terms of such Interest Rate Agreement or Currency Agreement, and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to Interest Rate Exchangers and/or Currency Exchanger as Secured Parties herein or otherwise, (C) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (CD) any holder of any Permitted Secured New Senior Debt may assign or otherwise transfer any Permitted Secured New Senior Debt to any other Person in accordance with the applicable Permitted Secured New Senior Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section 20(b), and (B) the payment in full of the Secured Obligations (excluding the Other Permitted Credit Exposure and obligations under or in respect of the Permitted Secured Debt Documents or contingent obligations as to which no claim has been asserted), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the applicable Issuing LenderLender(s)), (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of Section 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of any Permitted Secured Debt may assign or otherwise transfer any Permitted Secured Debt to any other Person in accordance with the applicable Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section 20(b), and (B) the payment in full of the Secured Obligations (excluding the Other Permitted Credit Exposure and obligations under or in respect of the Permitted Secured Debt Documents or contingent obligations as to which no claim has been asserted), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender), (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of Section 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any holder of any Permitted Secured Debt may assign or otherwise transfer any Permitted Secured Debt to any other Person in accordance with the applicable Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.. (Amended and Restated Security Agreement)

Continuing Security Interest; Transfer of Loans; Termination and Release. (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the earlier to occur of (A) termination of the security interest granted hereby pursuant to Section SECTION 20(b), and (B) the payment in full of the Secured Obligations (excluding the Other Permitted Credit Exposure Exposure, Interest Rate Obligations and Currency Obligations and obligations under or in respect of the Permitted Secured New Senior Debt Documents or contingent obligations as to which no claim has been assertedDocuments), ; the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender)Credit, (ii) be binding upon Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but subject to the provisions of Section 12.8 SUBSECTION 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Interest Rate Exchanger or Currency Exchanger may assign or otherwise transfer any Interest Rate Agreement or Currency Agreement to which it is a party to any other Lender or Affiliate of a Lender in accordance with the terms of such Interest Rate Agreement or Currency Agreement, and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to Interest Rate Exchangers and/or Currency Exchanger as Secured Parties herein or otherwise, (C) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (CD) any holder of any Permitted Secured New Senior Debt may assign or otherwise transfer any Permitted Secured New Senior Debt to any other Person in accordance with the applicable Permitted Secured New Senior Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise.