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

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the payment in full of all Secured Obligations, (b) be binding upon Pledgor, its successors and assigns, and (c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), Secured Party may assign or otherwise transfer the Note to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Secured Party herein or otherwise. Upon the payment in full of all Secured Obligations, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon any such termination Secured Party will, at Pledgor's expense, execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Agreement shall create a continuing security interest Security Interest in Secured Party in the Pledged Collateral and shall shall: (ai) remain in full force and effect until the indefeasible payment in full and performance of all Secured Obligations, the Note, (bii) be binding upon PledgorPledgor and its successors, its successors transferees and assigns, and and (ciii) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and its successors, transferees respective successors and permitted assigns. Without limiting the generality of foregoing, except as otherwise expressly permitted by the foregoing clause (c)Note Purchase Agreement, the Secured Party may not assign or otherwise transfer (in whole or in part) the Note held by it to any other PersonPerson or entity without the Pledgor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Secured Party herein under the Note Purchase Agreement or any other Related Document (including this Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Note Purchase Agreement concerning transfers, assignments and participations. Upon the indefeasible payment in full and performance of all Secured Obligationsthe Note, the security interest Security Interest granted hereby herein shall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon any such termination termination, Secured Party will, at Pledgor's Secured Party’s sole expense, deliver to Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the Collateral, together with all other Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereoftermination.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the payment in full of all Secured Obligations, (b) be binding upon Pledgor, its successors and assigns, and (c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and its successors, transferees successors and assigns. Without limiting the generality assigns by operation of the foregoing clause (c), Secured Party may assign or otherwise transfer the Note to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Secured Party herein law or otherwise. Upon the payment in full of all Secured Obligations, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon any such termination Secured Party will, at Pledgor's expense, execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Agreement shall create a continuing security interest Security Interest in Secured Party in the Pledged Collateral and shall shall: (a) remain in full force and effect until the indefeasible payment in full and performance of all Secured Obligations, the Note, (b) be binding upon PledgorPledgor and its successors, its successors transferees and assigns, and and (c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and its successors, transferees respective successors and permitted assigns. Without limiting the generality of foregoing, except as otherwise expressly permitted by the foregoing clause (c)Note Purchase Agreement, the Secured Party may not assign or otherwise transfer (in whole or in part) the Note held by it to any other PersonPerson or entity without the Pledgor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Secured Party herein under the Note Purchase Agreement or any other Related Document (including this Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of the Note Purchase Agreement concerning transfers, assignments and participations. Upon the indefeasible payment in full and performance of all Secured Obligationsthe Note, the security interest Security Interest granted hereby herein shall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon any such termination termination, Secured Party will, at Pledgor's Secured Party’s sole expense, deliver to Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the Collateral, together with all other Collateral held by Secured Party hereunder, and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereoftermination.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the indefeasible payment in full of all the Secured Obligations, (b) be binding upon PledgorGrantor, its successors and assigns, and (c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), Secured Party may assign or otherwise transfer the Note held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Secured Party herein or otherwise. Notwithstanding anything to the contrary contained herein, the rights and obligations of Grantor hereunder shall not be assigned to any Person without the prior written consent of Secured Party, in its sole discretion. Upon the indefeasible payment in full of all Secured Obligations, the security interest granted hereby shall terminate and all rights to the Pledged Collateral collateral shall revert to PledgorGrantor. Upon any such termination Secured Party will, at PledgorGrantor's expense, execute and deliver to Pledgor Grantor such documents as Pledgor Grantor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereoftermination.