Common use of Continuing Security Interest; Termination Clause in Contracts

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and any of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Pledge Agreement, remain in full force and effect until the later earlier of the payment or satisfaction in full in cash of the Guaranteed Obligations (other than contingent indemnity obligationsi) and the termination of each of the Guarantees, first six scheduled interest payments due on the Notes under the terms of the Indenture or (ii) all obligations due and owing under the Indenture and the Notes in the event such obligations become payable prior to the payment of the first six scheduled interest payments on the Notes. This Pledge Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby Subject to the provisions of Section 15.10 hereof, this Pledge Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which payment in full in cash of (i) each of the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in first six scheduled interest payments due on the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release Notes under the terms of the Credit Agreements, Indenture or (ii) all obligations due and owing under the Note Agreements Indenture and the Guarantees provided, that no Notes in the event such termination shall occur obligations become payable prior to the payment in full of the first six scheduled interest payments on the Notes. At such time, the Trustee shall, pursuant to an Issuer Order, reassign and redeliver to the Pledgor all of the Agent's "Expenses" (Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee, except as defined to the absence of any prior assignments by the Trustee of its interest in the Collateral Sharing Agreement). Upon Collateral, and shall be at the termination reasonable expense of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (ia) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed all Secured Obligations (other than contingent indemnity obligationsSecured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable) shall have been indefeasibly paid in full in cash, the commitments or other obligations of the Agent or any Lender to make any Loan under the Credit Agreement shall have expired, the Letters of Credit shall have expired and the termination of each of the GuaranteesFacility Termination Date shall have occurred, (iib) be binding upon the GrantorPledgor, its successors and assigns assigns, and (iiic) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, inure to the benefit of the Agent, the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any Note held by it to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations (other than Secured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable), and the cancellation or expiration of the Letters of Credit and termination or expiration of all commitments and other obligations of the Agent and any Lender to make any Loan and the occurrence of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or Facility Termination Date, Pledgor shall be construed entitled, subject to give any other Person any right, remedy or claim underthe provisions of Section 11 hereof, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetshereof.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later earlier of the payment in full in cash of the Obligations or satisfaction the payment in full of the Guaranteed Obligations (other than contingent indemnity obligations) and first scheduled interest payments on the termination of each of the Guarantees, (ii) Notes. This Pledge Agreement shall be binding upon the GrantorPledgor, its successors successors, transferees and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement (other than Pledgor's obligations under Sections 10 and 12) shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to upon the payment in full in cash of the Obligations. At such time, the Trustee shall, pursuant to an Issuer Order, reassign and redeliver to the Pledgor all of the Agent's "Expenses" (as defined Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the Collateral Sharing Agreement). Upon terms of this Pledge Agreement and the termination of Indenture, and take all actions that are necessary to release the security interest, the Grantor shall be entitled interest created by this Pledge Agreement in and to the prompt returnCollateral, upon its request including the execution and at its expense, delivery of such of the Collateral held by the Agent as shall not have been sold all termination statements necessary to terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Pledged Collateral and shall apply to all past, present and future Secured Obligations, including Secured Obligations that arise under transactions that continue any Secured Obligation, increase or decrease any Secured Obligation, or from time to time create new Secured Obligations after all or any prior Secured Obligations have been satisfied. This Agreement and the security interest shall terminate when all of the Obligations (ias defined in the Credit Agreement) remain shall have been paid in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity indemnification obligations) and the termination of each of the Guarantees, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by in accordance with the terms of each the Credit Agreement, the Aggregate Commitments have been terminated and all Letters of Credit that remain outstanding have been Cash Collateralized or with respect to which other arrangements satisfactory to the L/C Issuer have been made; provided, however, that the obligations of the GuaranteesDebtors under Sections 11(f) and 14 shall survive such termination. In addition, inure(x) in the event that any Subsidiary ceases to be a Subsidiary of a Debtor (including another Debtor) as a result of a transaction permitted by the Credit Agreement, together with the rights then such Subsidiary shall automatically be fully and remedies finally released from its obligations hereunder without any further action of the Agent hereunderAdministrative Agent, the Lenders, or the L/C Issuer, and (y) the security interest and Liens granted herein shall be deemed to the benefit be released automatically without any further action of the Agent and Administrative Agent, the Lenders, or the L/C Issuer as to any Pledged Collateral upon the sale, transfer or other disposition of such Pledged Collateral to a Person that is not a Debtor pursuant to a Disposition permitted by the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Credit Agreement or any other Loan Document or any Collateral. The Grantor's successors Document, and assigns in each instance, the Administrative Agent shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. promptly upon written request from (b) The security interest granted hereby shall terminate and all rights to at the Collateral shall revert to the Grantor on the earlier of the date on which (iexpense of) the Agent shall have received from each Holder of Guaranteed Obligations written notice that Borrower take all "Obligations" (as defined in necessary action to document the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to and final release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent Debtor or Pledged Collateral, as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent willapplicable, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsAgreement.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) Indebtedness and the termination of each of the Guaranteesthis Agreement, (ii) be binding upon the GrantorBorrower, its successors and assigns (except that Borrower shall not assign any of its rights nor delegate any of its obligations under this Agreement without the prior written consent of the Lender, and no such consent by the Lender shall, in any event, relieve Borrower of any of its obligations under this Agreement), and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent Lender hereunder, to the benefit of the Agent Lender, and any of the Holders of Guaranteed Obligationssuccessor Lender. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The Upon the payment in full of the Indebtedness and the termination of this Agreement, Lender shall terminate its security interest by executing UCC-3 termination statements, and thereupon, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no Borrower. Upon any such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor Borrower shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent Lender as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent Lender will, at the Grantor's Borrower’s expense, promptly execute and deliver to the Grantor Borrower such other documents as the Grantor Borrower shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Secured Obligations. This Pledge Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes, remedy or claim underthe Collateral Securities Intermediary and their respective successors, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement (other than Pledgor's obligations under Sections 13 and 15) shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of the Secured Obligations and (ii) the Agent shall have received written notice from payment in full in cash of the Holders first five scheduled interest payments on all of Guaranteed Obligations directing the Agent Notes. At such time, the Trustee shall, pursuant to an Issuer Order, reassign and redeliver to the Pledgor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture and take all actions that are necessary to release the Collateral security interest created by this Pledge Agreement in and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full Collateral, including the execution and delivery of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled statements necessary to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (ia) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed all Secured Obligations (other than contingent indemnity obligationsSecured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable) shall have been indefeasibly paid in full in cash, the commitments or other obligations of the Agent or any Lender to make any Loan under the Credit Agreement shall have expired, the Letters of Credit shall have expired and the termination of each of the GuaranteesFacility Termination Date shall have occurred, (iib) be binding upon the GrantorPledgor, its successors and assigns assigns, and (iiic) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, inure to the benefit of the Agent, the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any Note held by it to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations (other than Secured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable), and the cancellation or expiration of the Letters of Credit and termination or expiration of all commitments and other obligations of the Agent and any Lender to make any Loan and the occurrence of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or Facility Termination Date, Pledgor shall be construed entitled, subject to give any other Person any right, remedy or claim underthe provisions of SECTION 11 hereof, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetshereof.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement and the termination of each of the GuaranteesCredit Agreement, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each Section 12.01 (concerning assignments) of the GuaranteesCredit Agreement, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent Agent, the Lenders and any the Issuing Banks, subject to the terms and conditions of the Holders Credit Agreement. Without limiting the generality of Guaranteed Obligationsthe foregoing clause (iii), any Lender may assign or otherwise transfer any interest in any Loan owing to such Lender to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Agent herein or otherwise, subject, however, to the provisions of Section 12.01 (concerning assignments) of the Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person the Grantor's successors and assigns any right, remedy or claim under, to or in respect of this Agreement or Agreement, any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The Upon the payment in full of the Guaranteed Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement and the termination of the Credit Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) Grantor. Upon any such termination, the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior promptly return to the payment in full of all of Grantor, at the AgentGrantor's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the hereof. The Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Escrow Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Escrow Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Obligations. This Escrow Agreement shall be binding upon the GrantorIssuer, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Escrow Agent hereunder, to the benefit of the Agent and any of Escrow Agent, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Preferred Securities and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby So long as no Event of Default shall have occurred and be continuing, this Escrow Agreement (other than Issuer's obligations under Sections 10 and 12) shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to upon the payment in full in cash of the Obligations. At such time, the Escrow Agent shall, at the Issuer's written request, reassign and redeliver to the Issuer all of the Agent's "Expenses" (as defined Collateral hereunder that has not been sold, disposed of, retained or applied by the Escrow Agent in accordance with the Collateral Sharing Agreement). Upon terms of this Escrow Agreement and the termination of LLC Agreement and take all actions requested by the Issuer to release the security interest, the Grantor shall be entitled interest created by this Escrow Agreement in and to the prompt returnCollateral, upon its request including the execution and at its expense, delivery of such of the Collateral held by the Agent as shall not have been sold all termination statements necessary to terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Escrow Agent in its capacity as such, except as to the absence of any Liens on the Collateral created by or arising through the Escrow Agent, and shall be at the reasonable expense of the Issuer.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Secured Obligations (other than contingent indemnity obligations) and the termination of each of the GuaranteesCredit Agreement, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor transferor, or assignor are limited by the terms of each of the GuaranteesCredit Agreement, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and any of the Holders of Guaranteed Secured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The Upon the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, this Agreement and the security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no Grantor. Upon any such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note AgreementsAgreement, the Agent will promptly release and terminate the liens and security interests granted under this Agreement will automatically release and terminate with respect to such assetsassets and the Agent shall promptly make all filings necessary to reflect such release and termination.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement and the termination of each of the GuaranteesCredit Agreement, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each Section 12.01 (concerning assignments) of the GuaranteesCredit Agreement, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent Agent, the Lenders and any the Issuing Banks, subject to the terms and conditions of the Holders Credit Agreement. Without limiting the generality of Guaranteed Obligationsthe foregoing clause (iii), any Lender may assign or otherwise transfer any interest in any Loan owing to such Lender to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Agent herein or otherwise, subject, however, to the provisions of Section 12.01 (concerning assignments) of the Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person the Grantor's successors and assigns any right, remedy or claim under, to or in respect of this Agreement or Agreement, any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The Upon the payment in full of the Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement and the termination of the Credit Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) Grantor. Upon any such termination, the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior promptly return to the payment in full of all of Grantor, at the AgentGrantor's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the hereof. The Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with . (c) Upon any sales release of assets permitted under the Agent's security interest in any part of the Collateral expressly required to be given by the Agent pursuant to Section 11.12(c) of the Credit Agreements and the Note AgreementsAgreement, the Agent will promptly shall execute and deliver to the Grantor, at the Grantor's expense, all termination statements, assignments and other documents and instruments as may be necessary or desirable to release and terminate fully the liens and security interests in such Collateral granted under this Agreement with hereby; provided, however, that (i) the Agent shall not be required to execute any such documents on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such security interests without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any security interests, liens or other encumbrances upon (or obligations of the Grantor in respect of) all interests retained by the Grantor, including without limitation, the proceeds of any sale, all of which shall continue to such assetsconstitute part of the Collateral.

Continuing Security Interest; Termination. (ai) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (iA) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement, the expiration or termination of all Letters of Credit and the termination of each of the GuaranteesCredit Agreement, (iiB) be binding upon the each Grantor, its successors and assigns and (iiiC) except to the extent that the rights of any transferor or assignor are limited by the terms of each Section 12.01 (concerning assignments) of the Guarantees------------- ==================================================================== -24- Credit Agreement, inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Agent Administrative Agent, the Lenders, the Issuing Banks, the Arranger and any the Syndication Agents subject to the terms and conditions of the Holders Credit Agreement. Without limiting the generality of Guaranteed Obligationsthe foregoing clause (C), any Lender may assign or otherwise transfer any interest in any Loan owing to such Lender to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Administrative Agent herein or otherwise, subject, however, to the provisions of Section 12.01 (concerning assignments) of the ------------- Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person Grantor's successors and assigns any right, remedy or claim under, to or in respect of this Agreement or Agreement, any other Loan Document or any Collateral. The Each Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (bii) The Upon the payment in full of the Guaranteed Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement and the termination of the Credit Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on relevant Grantor. Upon any such termination, the earlier of the date on which (i) the Administrative Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior promptly return to the payment in full of all of the Agentrelevant Grantor, at such Grantor's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Administrative Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the hereof. The Administrative Agent will, at the such Grantor's expense, promptly execute and deliver to the such Grantor such other documents as the such Grantor shall reasonably request to evidence such termination. In connection with . (iii) Upon any sales release of assets permitted under the Administrative Agent's security interest in any part of the Collateral expressly required to be given by the Administrative Agent pursuant to Section 11.12(c) of the Credit Agreements and the Note AgreementsAgreement, the Administrative ---------------- Agent will promptly shall execute and deliver to each Grantor, at such Grantor's expense, all termination statements, assignments and other documents and instruments as may be necessary or desirable to release and terminate fully the liens and security interest in such Collateral granted hereby; provided, however, that (i) the -------- ------- Administrative Agent shall not be required to execute any such documents on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such security interests granted under this Agreement with without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any security interests, liens or other encumbrances upon (or obligations of such Grantor in respect of) all interests retained by such Grantor, including, without limitation, the proceeds of any sale, all of which shall continue to such assetsconstitute part of the Collateral.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Custody and Security Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Custody and Security Agreement, remain in full force and effect until the later earlier of the payment or satisfaction in full in case of the Guaranteed Obligations (other than contingent indemnity obligationsA) and the termination of each of the Guarantees, first six scheduled interest payments due on the Notes under the terms of the Indenture or (iiB) all Secured Obligations due and owing under the Indenture and the Notes in the event such Secured Obligations become payable prior to the payment of the first six scheduled interest payments on the Notes. This Custody and Security Agreement shall be binding upon the GrantorPledgor, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightNotes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Custody and Security Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of (iiA) each of the Agent shall have received written notice from first six scheduled interest payments due on the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release Notes under the terms of the Credit Agreements, Indenture or (B) all Secured Obligations due and owing under the Note Agreements Indenture and the Guarantees provided, that no Notes in the event such termination shall occur Secured Obligations become payable prior to the payment in full of the first six scheduled interest payments on the Notes. At such time, the Trustee shall, at the written request of the Pledgor, reassign and redeliver to Pledgor all of the Agent's "Expenses" Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Custody and Security Agreement, the Indenture and relevant provisions of Article 8 of the UCC. Such reassignment and redelivery shall be without warranty (either express or implied) by or recourse to the Trustee, except as defined to the absence of any prior assignments by the Trustee of its interest in the Collateral Sharing Agreement). Upon Collateral, and shall be at the termination expense of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Custody and Security Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Custody and Security Agreement, remain in full force and effect until the later earlier of payment in full in cash of (A) each of the payment or satisfaction in full scheduled interest payments due on the Senior Notes under the terms of the Guaranteed Indenture or (B) all Secured Obligations (other than contingent indemnity obligations) due and owing under the Indenture and the termination Senior Notes in the event such Secured Obligations become payable prior to the payment of each of the Guarantees, (ii) interest payments on the Senior Notes. This Custody and Security Agreement shall be binding upon the GrantorPledgor, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightand their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Custody and Security Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of (iiA) each of the Agent shall have received written notice from scheduled interest payments due on the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release Senior Notes under the terms of the Credit Agreements, Indenture or (B) all Secured Obligations due and owing under the Note Agreements Indenture and the Guarantees provided, that no Senior Notes in the event such termination shall occur Secured Obligations become payable prior to the payment in full of each of the scheduled interest payments on the Senior Notes. At such time, the Trustee shall, at the written request of the Pledgor, reassign and redeliver to Pledgor all of the Agent's "Expenses" Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Custody and Security Agreement, the Indenture and relevant provisions of Article 8 of the UCC. Such reassignment and redelivery shall be without warranty (either express or implied) by or recourse to the Trustee, except as defined to the absence of any prior assignments by the Trustee of its interest in the Collateral Sharing Agreement). Upon Collateral, and shall be at the termination expense of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Escrow Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Escrow Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Obligations. This Escrow Agreement shall be binding upon the GrantorIssuer, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Escrow Agreement (other than Issuer's obligations under Sections 10 and 12) shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of the Obligations, (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined funds and provided for herein in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to accordance with the terms hereof and (iii) on any date on which, as a result of releases provided for in Section 4 hereof, less than $5.0 million is held in the Agent willEscrow Account. At such time, at the Grantor's expenseTrustee shall, promptly execute pursuant to an Issuer Order, reassign and deliver redeliver to the Grantor such other documents as Issuer all of the Grantor shall reasonably request to evidence such termination. In connection Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with any sales the terms of assets permitted under the Credit Agreements this Escrow Agreement and the Note AgreementsIndenture and take all actions that are necessary to release the security interest created by this Escrow Agreement in and to the Collateral, including the Agent will promptly release execution and delivery of all termination statements necessary to terminate the liens and security interests granted under this Agreement any financing or continuation 13 13 statements filed with respect to such assetsthe Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Issuer.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b27(B), this Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full in cash of the Guaranteed Secured Obligations (other than contingent indemnity obligations) and the termination of each of the GuaranteesCredit Documents, (ii) be binding upon the each Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and any of the Holders of Guaranteed Secured Obligations, subject to the provisions of Section 12.12 of the Credit Agreement. Nothing set forth herein or in any other Loan Credit Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Credit Document or any Collateral. The Each Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The . Upon the payment in full in cash of the Secured Obligations and the termination of the Credit Documents, this Agreement and the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no applicable Grantor. Upon any such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the such Grantor shall be entitled to (i) the prompt return, upon its request and at its reasonable expense, of such of the Collateral held by the Administrative Agent as shall not have been sold or otherwise applied pursuant to the terms hereof; (ii) the giving of notice by the Administrative Agent to (a) any and all of Grantor's customers and account debtors, terminating effective immediately any instructions previously given by the Administrative Agent or any Holder of Secured Obligations thereto in connection with this Agreement or any of the Credit Documents, and (b) all other parties under all agreements referenced in Section 6(F) and (G) hereof and all Collection Account Agreements, terminating effective immediately all such agreements; and (iii) the filing by the Administrative Agent willor delivery to each Grantor of a Termination Statement for each Financing Statement filed with respect to such Grantor in connection with any of the Credit Documents, all without limiting the generality of the agreement by the Administrative Agent to, at the such Grantor's reasonable expense, promptly execute and deliver to the such Grantor such other documents as the such Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements Agreement, and provided adequate provision is made for the Note Agreementsapplication of the proceeds thereof in a manner consistent with the requirements of the Credit Agreement, the Administrative Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (ia) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed all Secured Obligations (other than contingent indemnity obligationsSecured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable) shall have been indefeasibly paid in full in cash, the Revolving Credit Commitments, the Letter of Credit Commitments or any other obligations of the Agent or any Lender to make any Loans or of the Issuing Banks to issue any Letters of Credit under the Credit Agreement shall have expired and the termination Letters of each of the GuaranteesCredit shall have expired, (iib) be binding upon the GrantorPledgor, its respective successors and assigns assigns, and (iiic) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, inure to the benefit of the Agent, the Lenders, the Issuing Banks and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) and subject to the provisions of the Credit Agreement, any Lender or Issuing Bank may assign or otherwise transfer any Note held by it to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Lender or Issuing Bank herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations (other than Secured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable) and the cancellation or expiration of the Letters of Credit and termination or expiration of all Revolving Credit Commitments, all Letter of Credit Commitments and any other obligations of the Agent and any Lender to make any Loan or of the Holders Issuing Banks to issue any Letter of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit AgreementsCredit, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor Pledgor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetshereof.

Continuing Security Interest; Termination. (a1) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Pledge Agreement, remain in full force and effect until the later earlier of the payment or satisfaction in full in cash of the Guaranteed Obligations (other than contingent indemnity obligationsA) and the termination of each of the Guarantees, Subject Interest Payments or (iiB) all obligations due and owing under the Indenture and the Senior Notes in the event such obligations become payable prior to the payment of the Subject Interest Payments. This Pledge Agreement shall be binding upon the GrantorPledgor, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Agent and any of Collateral Agent, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightSenior Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b2) The security interest granted hereby Subject to the provisions of Section 15(j) hereof, this Pledge Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of payment in full in cash of (A) each of the date on which Subject Interest Payments or (iB) all obligations due and owing under the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined Indenture and the Senior Notes in the Collateral Sharing Agreement) owing to event such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur obligations become payable prior to the payment in full of the Subject Interest Payments. At such time, the Collateral Agent shall, at the written request of the Pledgor, reassign and redeliver to the Pledgor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by the Collateral Agent in accordance with the terms of this Pledge Agreement and the Indenture. Such reassignment and redelivery shall be without warranty (either express or implied) by or recourse to the Collateral Agent's "Expenses" (, except as defined to the absence of any prior assignments by the Collateral Agent of its interest in the Collateral Sharing Agreement). Upon Collateral, and shall be at the termination expense of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Pledge Agreement, remain in full force and effect until the later earlier of the payment or satisfaction in full in cash of the Guaranteed Obligations (other than contingent indemnity obligationsi) and the termination of each of the Guarantees, Secured Payments to the holders thereof under the terms of the Indenture or (ii) all Obligations due and owing under the Indenture and the Notes in the event such Obligations become payable prior to the payment of any of the Secured Payments. This Pledge Agreement shall be binding upon the GrantorPledgor, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent Trustee and any the holders of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightNotes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of (i) payment in full in cash of each of the Secured Payments to the holders thereof under the terms of the Indenture or (ii) the date on which (i) all Obligations due and owing under the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in Indenture and the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations Notes have been paid in full or (ii) in the Agent shall have received written notice from the Holders of Guaranteed event such Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur become payable prior to the payment in full of any of the Secured Payments. At such time, the Trustee shall, at the written request of the Pledgor, reassign and redeliver to the Pledgor all of the Agent's "Expenses" Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture. Such reassignment and redelivery shall be without warranty (either express or implied) by or recourse to the Trustee, except as defined to the absence of any prior assignments by the Trustee of its interest in the Collateral Sharing Agreement). Upon Collateral, and shall be at the termination expense of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Security Agreement shall create a continuing security interest in and to the Pledged Collateral and shall (i) shall, unless otherwise provided in this Security Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Obligations. This Security Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Securities Intermediary, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (ba) The security interest granted hereby This Security Agreement (other than the Pledgor's obligations under Sections 10 and 12) shall terminate and all rights to upon the Collateral shall revert to the Grantor on the earlier payment in full in cash of the date on which (i) Obligations or if the Agent Company shall become obligated under the Indenture to redeem all of the outstanding Notes and such Notes shall have received from each Holder been redeemed, and if no Default or Event of Guaranteed Obligations written notice that all "Obligations" Default (as defined in the Collateral Sharing AgreementIndenture) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from occurred and be continuing. At such time, the Holders Trustee shall, pursuant to a Company Order, and at the expense of Guaranteed Obligations directing the Agent Pledgor, reassign and redeliver to the Pledgor all of the Pledged Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Security Agreement as directed in writing by the Pledgor and the Indenture and take all actions that are necessary to release the Collateral security interest created by this Security Agreement in and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full Pledged Collateral, including the execution and delivery of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled statements necessary to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Pledged Collateral prepared and delivered to it by the Pledgor. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Pledged Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Obligations. This Pledge Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement (other than the Pledgor's obligations under Sections 10 and 12) shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to upon the payment in full in cash of the Obligations. At such time, the Trustee shall, pursuant to an Issuer Order, reassign and redeliver to the Pledgor all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interesthereunder that has not been sold, the Grantor shall be entitled to the prompt returndisposed of, upon its request and at its expense, of such of the Collateral held retained or applied by the Agent as shall not have been sold or otherwise applied pursuant to Trustee in accordance with the terms hereof of this Pledge Agreement and the Agent will, at Indenture and take all actions that are necessary or that the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall Pledgor may reasonably request to evidence such termination. In connection with release the security interest created by this Pledge Agreement in and to the Collateral, including the execution and delivery of all termination statements necessary to terminate any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement financing or continuation statements filed with respect to such assetsthe Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Pledged Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Outstanding Obligations. This Pledge Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement (other than the Pledgor's obligations under Sections 10 and 12) shall terminate and all rights to upon the Collateral shall revert to the Grantor on the earlier payment in full in cash of the date on which (i) Outstanding Obligations or if the Agent Company shall become obligated under the Indenture to redeem all of the outstanding Notes and such Notes shall have received from each Holder been redeemed, and if no Default or Event of Guaranteed Obligations written notice that all "Obligations" Default (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent Indenture shall have received written notice from occurred and be continuing. At such time, the Holders Trustee shall, pursuant to a Company Order, reassign and redeliver to the Pledgor all of Guaranteed Obligations directing the Agent Pledged Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture and take all actions that are necessary to release the Collateral security interest created by this Pledge Agreement in and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full Pledged Collateral, including the execution and delivery of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled statements necessary to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Pledged Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Pledged Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing perfected first security interest in the Pledged Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each all of the GuaranteesSecured Obligations, (ii) be binding upon the GrantorPledgor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Agent Collateral Agent, the Old Note Trustee and any of the New Note Trustee and the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightand their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby shall terminate and all rights Notwithstanding anything to the Collateral shall revert to the Grantor on the earlier of the date on which contrary in this Section 18, upon (i) satisfaction by the Agent shall have received from each Holder Old Note Trustee and the New Note Trustee of Guaranteed Obligations written notice that all "Obligations" (as defined the conditions set forth in Article Four of the Collateral Sharing Agreement) owing to such Holder Old Note Indenture and Article Four of Guaranteed Obligations have been paid in full or the New Note Indenture, upon the satisfaction and discharge of the Old Note Indenture and the New Note Indenture, respectively, (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all Secured Obligations or (iii) the defeasance of the Agent's "Expenses" (Old Notes and the Old Note Indenture as defined provided in Section 1302 of the Old Note Indenture, and the defeasance of the New Notes and the New Note Indenture as provided in Section 13.02 of the New Note Indenture, the security interests created under this Agreement shall terminate and the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent willshall, at the Grantor's expenserequest and expense of the Pledgor, promptly cause to be assigned, transferred and delivered, against receipt but without recourse, warranty or representation whatsoever, any remaining Pledged Collateral, to or on the order of the Pledgor, and shall execute and deliver to the Grantor Pledgor an instrument or instruments acknowledging the release of such other documents as Pledged Collateral from the Grantor shall reasonably request to evidence such termination. In connection with any sales Lien of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsAgreement.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Pledged Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Outstanding Obligations. This Pledge Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement (other than the Pledgor's obligations under Sections 10 and 12) shall terminate and all rights to upon the Collateral shall revert to the Grantor on the earlier payment in full in cash of the date on which (i) Outstanding Obligations or if the Agent Company shall become obligated under the Indenture to redeem all of the outstanding Notes and such Notes shall have received from each Holder been redeemed, and if no Default or Event of Guaranteed Obligations written notice that all "Obligations" Default (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent Indenture shall have received written notice from occurred and be continuing. At such time, the Holders Trustee shall, pursuant to a Company Order, reassign and redeliver to the Pledgor all of Guaranteed Obligations directing the Agent Pledged Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture and take all actions that are necessary to release the Collateral security interest created by this Pledge Agreement in and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full Pledged Collateral, including the execution and delivery of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled statements necessary to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Pledged Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the 16 16 Trustee in its capacity as such, except as to the absence of any Liens on the Pledged Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Agreement, remain in full force and effect until the later earlier of (i) the discharge or defeasance of all obligations of VeraSun under the Indenture pursuant to Article 8 of the payment Indenture or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) disbursement of all of the Collateral pursuant to Section 6. This Agreement shall be binding upon the GrantorVeraSun and its transferees, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Trustee and the Collateral Agent hereunder, to the benefit of the Agent and any of Trustee, the Collateral Agent, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Agreement (other than VeraSun's obligations under Sections 10 and 12) shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder discharge or defeasance of Guaranteed Obligations written notice that all "Obligations" (as defined in obligations of VeraSun under the Collateral Sharing Agreement) owing Indenture pursuant to such Holder Article 8 of Guaranteed Obligations have been paid in full the Indenture or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full disbursement of all of the Agent's "Expenses" Collateral pursuant to Section 6. (c) At such time as defined set forth in (a) or (b) above, the Collateral Sharing Agreement). Upon the termination Agent shall, pursuant to a written order of the security interestVeraSun, the Grantor shall be entitled reassign and redeliver to the prompt return, upon its request and at its expense, of such VeraSun all of the Collateral held hereunder that has not been sold, disposed of, retained or applied by the Collateral Agent as shall not have been sold or otherwise applied pursuant in accordance with the terms of this Agreement and the Indenture and take all actions requested by VeraSun that are necessary to release the security interest created by this Agreement in and to the terms hereof and Collateral, including the Agent will, at the Grantor's expense, promptly execute and deliver filing of all termination statements provided to the Grantor such other documents as the Grantor shall reasonably request it necessary to evidence such termination. In connection with terminate any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement financing or continuation statements filed with respect to the Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Collateral Agent or the Trustee in its capacity as such assetsand shall be at the reasonable expense of VeraSun.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing assignment, pledge, and first priority security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, to for the benefit of the Agent and any of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. Trustee until (b) The security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (ia) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the indefeasible payment in full of all Obligations to be paid, and performance in full of all Obligations to be performed, as determined by the Trustee, or (b) defeasance of the Agent's "Expenses" (as defined Bonds in compliance with the Collateral Sharing Agreement)provisions of Article Fourteen of the Indenture. Upon the termination of the security interestthis Agreement in accordance with clause (a) or (b) above, the Grantor Security Interest granted hereby shall be entitled terminate. Upon such termination, the Trustee shall, within ten (10) days of its receipt of a request from the Issuer and at the expense of the Issuer, (a) pay to the prompt returnIssuer or deposit into a deposit account in the Issuer's name the balance on deposit in any Account that is a deposit account, upon its request and at its expense(b) send to the Accounts Agent an authenticated statement that releases the Accounts Agent from any further obligation to comply with entitlement orders originated by the Trustee with respect to any Account that is a securities account, (c) communicate the authoritative copy of such any electronic chattel paper constituting part of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof Issuer or its designated custodian, (d) send to each Person having an unfulfilled obligation to pay or deliver to the Trustee proceeds arising from any letter of credit right constituting Collateral an authenticated release from any further obligation to pay or deliver to the Trustee proceeds arising from any such letter of credit right, and the Agent will, at the Grantor's expense, promptly (e) execute and deliver to the Grantor Issuer such other documents as the Grantor Issuer shall reasonably request to evidence such termination. In connection with termination or expiration, including termination statement(s) for any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement financing statement on file with respect to such assetsthe Collateral and statements terminating any Consent then in effect.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Escrow and Security Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Term Loan Agreement or in this Escrow and Security Agreement, remain in full force and effect until the later payment in full in cash of the payment Obligations or satisfaction in full the release of the Guaranteed Obligations (other than contingent indemnity obligations) Collateral in accordance with the terms of this Escrow and Security Agreement, at which time any and all security interests in the termination of each of the Guarantees, (ii) Collateral shall immediately and automatically be released. This Escrow and Security Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Escrow Agent hereunder, to the benefit of the Agent Escrow Agent, the Administrative Agent, the Lenders and any of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any righttheir respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Escrow and Security Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to upon the payment in full in cash of the Obligations under the Term Loan Agreement or release of all Collateral in accordance with the terms of this Escrow and Security Agreement. At such time, the Escrow Agent shall reassign and redeliver to the Pledgor all of the Agent's "Expenses" (Collateral hereunder that has not been sold, disposed of, retained or applied by the Escrow Agent in accordance with the terms of this Escrow and Security Agreement and shall take any actions required or reasonably represented by the Pledgor to release any liens on the Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Escrow Agent in its capacity as defined in such, except as to the absence of any Liens on the Collateral Sharing Agreement). Upon created by or arising through the termination Escrow Agent, and shall be at the reasonable expense of the security interestPledgor. (c) This Escrow and Security Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or the Escrow Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Pledgor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or Administrative Agent or similar officer for, the Grantor shall be entitled to the prompt returnPledgor or any substantial part of its property, upon its request and at its expenseor otherwise, of all as though such of the Collateral held by the Agent as shall payments had not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsmade.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Escrow and Security Agreement shall create a continuing security interest in and to and Lien on the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Escrow and Security Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) Obligations. This Escrow and the termination of each of the Guarantees, (ii) Security Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Security Agent hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightand their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Escrow and Security Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to upon the payment in full in cash of the Obligations. At such time, the Trustee shall cause the Security Agent, pursuant to an Issuer Order, and subject to and in accordance with the applicable terms of the Indenture, if any, to reassign and redeliver to the Pledgor all of the Agent's "Expenses" (Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Escrow and Security Agreement and the Indenture such that such Collateral will be subject in all respects to a valid and existing security interest and Lien under the Indenture and Security Agreement. Such reassignment and redelivery shall be without warranty by or recourse to the Security Agent in its capacity as defined in such, except as to the absence of any Liens on the Collateral Sharing created by or arising through the Trustee (except as may be granted under the Indenture or Security Agreement or other Collateral Agreement). Upon , and shall be at the termination cost and expense of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Pledge Agreement, remain in full force and effect until the later earliest to occur of (i) the earlier of payment or satisfaction in full in cash of the Guaranteed Obligations (other than contingent indemnity obligationsA) and the termination of each of the Guarantees, first four scheduled interest payments due on the Notes under the terms of the Indenture and (B) all Obligations due and owing under the Indenture and the Notes in the event such Obligations become payable prior to the payment of the first four scheduled interest payments on the Notes and (ii) the occurrence of Legal Defeasance or Covenant Defeasance under the Indenture. This Pledge Agreement shall be binding upon the GrantorCompany and the Pledgor, its their respective successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightNotes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of (iiA) each of the Agent shall have received written notice from first four scheduled interest payments due on the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release Notes under the terms of the Credit Agreements, Indenture and (B) all Obligations due and owing under the Note Agreements Indenture and the Guarantees provided, that no Notes in the event such termination shall occur Obligations become payable prior to the payment in full of the first four scheduled interest payments on the Notes and (ii) the occurrence of Legal Defeasance or Covenant Defeasance under the Indenture. At such time, the Trustee shall, at the written request of the Company, reassign and redeliver to the Company all of the Agent's "Expenses" Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture. Such reassignment and redelivery shall be without warranty (either express or implied) by or recourse to the Trustee, except as defined to the absence of any prior assignments by the Trustee of its interest in the Collateral Sharing Collateral, and shall be at the expense of the Company and the Pledgor. (c) Notwithstanding any provision in this Pledge Agreement), if any of the events described in Section 8.8 of the Indenture occurs, the Company and the Pledgor shall use their best efforts to immediately cause the Trustee, for its benefit and for the ratable benefit of the Holders of Notes, to have a perfected first priority security interest in the Collateral. Upon This paragraph shall survive the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledge Agreement.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in and to the Pledged Collateral and shall (i) shall, unless otherwise provided in this Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Obligations. This Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightand their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Agreement (other than the Pledgor's obligations under Sections 10 and 12) shall terminate and all rights to upon the Collateral shall revert to the Grantor on the earlier payment in full in cash of the date on which (i) Obligations or if the Agent Pledgor shall become obligated under the Indentures to redeem all of the outstanding Notes and such Notes shall have received from each Holder been redeemed, and if no Default or Event of Guaranteed Obligations written notice that all "Obligations" Default (as defined in the Indentures or the Amended and Restated Collateral Sharing Pledge and Security Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from occurred and be continuing. At such time, the Holders Trustee shall, pursuant to a Company Order, reassign and redeliver to the Pledgor all of Guaranteed Obligations directing the Agent Pledged Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Agreement and take all actions that are necessary to release the Collateral security interest created by this Agreement in and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full Pledged Collateral, including the execution and delivery of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled statements necessary to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Pledged Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Pledged Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement, the expiration or termination of all Letters of Credit and the termination of each of the GuaranteesCredit Agreement, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each Section 12.01 ------------- (concerning assignments) of the GuaranteesCredit Agreement, inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Agent Administrative Agent, the Lenders, the Issuing Banks, the Arranger and any the Syndication Agents, subject to the terms and conditions of the Holders Credit Agreement. Without limiting the generality of Guaranteed Obligationsthe foregoing clause (iii), any Lender may assign or otherwise transfer any interest in any Loan owing to such Lender to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Administrative Agent herein or otherwise, subject, however, to the provisions of Section 12.01 (concerning assignments) of the ------------- Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person the Grantor's successors and assigns any right, remedy or claim under, to or in respect of this Agreement or Agreement, any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The Upon the payment in full of the Guaranteed Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement, the termination or expiration of all Letters of Credit and the termination of the Credit Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on Grantor. Upon any such termination, the earlier of the date on which (i) the Administrative Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior promptly return to the payment in full of all of Grantor, at the AgentGrantor's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Administrative Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the hereof. The Administrative Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.

Continuing Security Interest; Termination. (a) Except as provided All rights of Lender hereunder, the grant of a security interest in Section 25(b)the Collateral and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of (i) any agreement with respect to any of the Obligations or any instrument relating to the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating to any of the foregoing, (iii) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Pledgor in respect of the Obligations or in respect of this Agreement. (b) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later earlier of (A) the date the Company has indefeasibly paid in full in cash all of the payment Obligations or satisfaction in full of (B) the Guaranteed Obligations (other than contingent indemnity obligations) and date the termination of each of the GuaranteesPledged Shares have been transferred to Lender or its designee, (ii) be binding upon the GrantorPledgor and his heirs, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent Lender hereunder, to the benefit of, and be enforceable by, Lender and its successors and assigns. Pledgor agrees that the security interest in the Collateral shall continue to be effective or shall be reinstated (in accordance with Section 2 (b)), as the case may be, if at any time any payment (in whole or in part) of the Agent and any of the Holders Obligations is rescinded or must otherwise be restored by Lender for any reason, all as though such payment had not been made. Subject to the foregoing, upon the satisfaction in full of Guaranteed the Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this the Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement)Pledgor. Upon the termination of the security interestany such termination, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent Lender will, at the GrantorPledgor's request and expense, promptly release to Pledgor all Collateral then held by it and execute and deliver to the Grantor Pledgor such other documents as the Grantor Pledgor shall reasonably request to evidence such termination. In connection with any sales Any execution and delivery of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under documents pursuant to this Agreement with respect Section 13 shall be without recourse to such assetsor warranty by Lender.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Escrow Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Escrow Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Obligations. This Escrow Agreement shall be binding upon the GrantorIssuer, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Escrow Agent hereunder, to the benefit of the Agent and any of Escrow Agent, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Preferred Securities and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Escrow Agreement (other than Issuer's obligations under Sections 10 and 12) shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to upon the payment in full in cash of the Obligations. At such time, the Escrow Agent shall, at the Issuer's request, reassign and redeliver to the Issuer all of the Agent's "Expenses" (as defined Collateral hereunder that has not been sold, disposed of, retained or applied by the Escrow Agent in accordance with the Collateral Sharing Agreement). Upon terms of this Escrow Agreement and the termination of LLC Agreement and take all actions that are necessary to release the security interest, the Grantor shall be entitled interest created by this Escrow Agreement in and to the prompt returnCollateral, upon its request including the execution and at its expense, delivery of such of the Collateral held by the Agent as shall not have been sold all termination statements necessary to terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Escrow Agent in its capacity as such, except as to the absence of any Liens on the Collateral created by or arising through the Escrow Agent, and shall be at the reasonable expense of the Issuer.

Continuing Security Interest; Termination. (a1) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Pledge Agreement, remain in full force and effect until the later earlier of the payment or satisfaction in full in cash of the Guaranteed Obligations (other than contingent indemnity obligationsA) and the termination of each of the Guarantees, first two scheduled interest payments due on the Notes under the terms of the Indenture or (iiB) all obligations due and owing under the Indenture and the Notes in the event such obligations become payable prior to the payment of the first two scheduled interest payments on the Notes. This Pledge Agreement shall be binding upon the GrantorPledgor, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightNotes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b2) The security interest granted hereby Subject to the provisions of Section 15.10 hereof, this Pledge Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of (iiA) each of the Agent shall have received written notice from first two scheduled interest payments due on the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release Notes under the terms of the Credit Agreements, Indenture or (B) all obligations due and owing under the Note Agreements Indenture and the Guarantees provided, that no Notes in the event such termination shall occur obligations become payable prior to the payment in full of the first two scheduled interest payments on the Notes. At such time, the Trustee shall, at the written request of the Pledgor, reassign and redeliver to the Pledgor all of the Agent's "Expenses" Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture. Such reassignment and redelivery shall be without warranty (either express or implied) by or recourse to the Trustee, except as defined to the absence of any prior assignments by the Trustee of its interest in the Collateral Sharing Agreement). Upon Collateral, and shall be at the termination expense of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Custody and Security Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Custody and Security Agreement, remain in full force and effect until the later earlier of payment in full in case of (A) each of the payment or satisfaction in full scheduled interest payments due on the Senior Notes under the terms of the Guaranteed Indenture or (B) all Secured Obligations (other than contingent indemnity obligations) due and owing under the Indenture and the termination Senior Notes in the event such Secured Obligations become payable prior to the payment of each of the Guarantees, (ii) interest payments on the Senior Notes. This Custody and Security Agreement shall be binding upon the GrantorPledgor, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightand their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Custody and Security Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of (iiA) each of the Agent shall have received written notice from scheduled interest payments due on the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release Senior Notes under the terms of the Credit Agreements, Indenture or (B) all Secured Obligations due and owing under the Note Agreements Indenture and the Guarantees provided, that no Senior Notes in the event such termination shall occur Secured Obligations become payable prior to the payment in full of each of the scheduled interest payments on the Senior Notes. At such time, the Trustee shall, at the written request of the Pledgor, reassign and redeliver to Pledgor all of the Agent's "Expenses" Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Custody and Security Agreement, the Indenture and relevant provisions of Article 8 of the UCC. Such reassignment and redelivery shall be without warranty (either express or implied) by or recourse to the Trustee, except as defined to the absence of any prior assignments by the Trustee of its interest in the Collateral Sharing Agreement). Upon Collateral, and shall be at the termination expense of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement, the expiration or termination of all Letters of Credit and the termination of each of the GuaranteesCredit Agreement, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each Section 12.01 (concerning assignments) of the GuaranteesCredit Agreement, inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Agent Administrative Agent, the Lenders, the Issuing Banks, the Arranger and any the Syndication Agents, subject to the terms and conditions of the Holders Credit Agreement. Without limiting the generality of Guaranteed Obligationsthe foregoing clause (iii), any Lender may assign or otherwise transfer any interest in any Loan owing to such Lender to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Administrative Agent herein or otherwise, subject, however, to the provisions of Section 12.01 (concerning assignments) of the Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person the Grantor's successors and assigns any right, remedy or claim under, to or in respect of this Agreement or Agreement, any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The Upon the payment in full of the Obligations, the termination of the commitments of the Lenders to extend credit under the Credit Agreement, the termination or expiration of all Letters of Credit and the termination of the Credit Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on Grantor. Upon any such termination, the earlier of the date on which (i) the ================================================================ -16- Administrative Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior promptly return to the payment in full of all of Grantor, at the AgentGrantor's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Administrative Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the hereof. The Administrative Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with . (c) Upon any sales release of assets permitted under the Administrative Agent's security interest in any part of the Collateral expressly required to be given by the Administrative Agent pursuant to Section 11.12(c) of the Credit Agreements and the Note AgreementsAgreement, the Administrative Agent will promptly shall execute and deliver to the Grantor, at the Grantor's expense, all termination statements, assignments and other documents and instruments as may be necessary or desirable to release and terminate fully the liens and security interests in such Collateral granted under this Agreement with hereby; provided, however, that (i) the -------- ------- Administrative Agent shall not be required to execute any such documents on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such security interests without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any security interests, liens or other encumbrances upon (or obligations of the Grantor in respect of) all interests retained by the Grantor, including without limitation, the proceeds of any sale, all of which shall continue to such assetsconstitute part of the Collateral.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement ----------------------------------------- shall create a continuing security interest in the Collateral and shall (ia) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed all Secured Obligations (other than contingent indemnity obligationsSecured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable) shall have been indefeasibly paid in full in cash, the commitments or other obligations of the Administrative Agent or any Lender to make any Loan under the Credit Agreement shall have expired, the Letters of Credit shall have expired and the termination of each of Credit Agreement shall have terminated (the Guarantees"Facility Termination Date"), (iib) be binding upon the GrantorPledgor, its successors and assigns assigns, and (iiic) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, inure to the benefit of the Administrative Agent, the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any Note held by it to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations (other than Secured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable), and the cancellation or expiration of the Letters of Credit and termination or expiration of all commitments and other obligations of the Administrative Agent and any Lender to make any Loan and the occurrence of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or Facility Termination Date, the Pledgor shall be construed to give any other Person any rightentitled, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The security interest granted hereby shall terminate and all rights subject to the Collateral shall revert provisions of Section 11 hereof, ---------- to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetshereof.

Continuing Security Interest; Termination. (a) Except as ----------------------------------------- provided in Section 25(b), this Agreement shall create a continuing security ------------- interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Secured Obligations (other than contingent indemnity obligations) and the termination of each of the GuaranteesCredit Agreement, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor transferor, or assignor are limited by the terms of each of the GuaranteesCredit Agreement, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and any of the Holders of Guaranteed Secured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The Upon the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, this Agreement and the security interest granted hereby shall automatically terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no Grantor. Upon any such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note AgreementsAgreement, the Agent will promptly release and terminate the liens and security interests granted under this Agreement will automatically release and terminate with respect to such assetsassets and the Agent shall promptly make all filings necessary to reflect such release and termination.

Continuing Security Interest; Termination. (a) Except as provided All rights of Lender hereunder, the grant of a security interest in Section 25(b)the Collateral and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of (i) any agreement with respect to any of the Obligations or any instrument relating to the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating to any of the foregoing, (iii) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Pledgor in respect of the Obligations or in respect of this Agreement. (b) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later earlier of (A) the date Swift or Xxxx.xxx, as applicable, has indefeasibly paid in full in cash all of the payment Obligations or satisfaction in full of (B) the Guaranteed Obligations (other than contingent indemnity obligations) and date the termination of each of the GuaranteesPledged Shares have been transferred to Lender or its designee, (ii) be binding upon the GrantorPledgor and its heirs, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent Lender hereunder, to the benefit of, and be enforceable by, Lender and its successors and assigns. Pledgor agrees that the security interest in the Collateral shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment (in whole or in part) of the Agent and any of the Holders Obligations is rescinded or must otherwise be restored by Lender for any reason, all as though such payment had not been made. Subject to the foregoing, upon the satisfaction in full of Guaranteed the Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this the Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement)Pledgor. Upon the termination of the security interestany such termination, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent Lender will, at the GrantorPledgor's request and expense, promptly release to Pledgor all Collateral then held by it and execute and deliver to the Grantor Pledgor such other documents as the Grantor Pledgor shall reasonably request to evidence such termination. In connection with any sales Any execution and delivery of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under documents pursuant to this Agreement with respect Section 13 shall be without recourse to such assetsor warranty by Lender.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing perfected first security interest in the Pledged Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each all of the GuaranteesSecured Obligations, (ii) be binding upon the GrantorPledgor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and any of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightSecured Parties and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby shall terminate and all rights Notwithstanding anything to the Collateral shall revert to the Grantor on the earlier of the date on which contrary in this Section 18, upon (i) satisfaction by the Agent shall have received from each Holder 1997 Note Trustee and the 1999 Note Trustee of Guaranteed Obligations written notice that the conditions set forth in Article Four of the 1997 Note Indenture and Article Four of the 1999 Note Indenture, upon the satisfaction and discharge of the 1997 Note Indenture and the 1999 Note Indenture and repayment of all "Obligations" (as defined in obligations under the Collateral Sharing Agreement) owing to such Holder Loan Documents and any Future Loan Documents and termination of Guaranteed Obligations have been paid in full or the Loan Agreement and any relevant Loan Documents and any Future Loan Agreement and relevant Future Loan Documents, respectively, (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all Secured Obligations or (iii) the defeasance of the Agent's "Expenses" (1997 Notes and the 1997 Note Indenture as defined provided in Section 13.02 of the Collateral Sharing Agreement). Upon 1997 Note Indenture, the defeasance of the 1999 Notes and the 1999 Note Indenture as provided in Section 13.02 of the 1999 Note Indenture, and the repayment of all obligations under the Loan Documents and any Future Loan Documents and termination of the security interestLoan Agreement and any relevant Loan Documents and any Future Loan Agreement and relevant Future Loan Documents, the Grantor security interests created under this Agreement shall be entitled to the prompt return, upon its request terminate and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent willshall, at the Grantor's expenserequest and expense of the Pledgor, promptly cause to be assigned, transferred and delivered, against receipt but without recourse, warranty or representation whatsoever, any remaining Pledged Collateral, to or on the order of the Pledgor, and shall execute and deliver to the Grantor Pledgor an instrument or instruments acknowledging the release of such other documents as Pledged Collateral from the Grantor shall reasonably request to evidence such termination. In connection with any sales Lien of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsAgreement.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in the Indenture or in this Pledge Agreement, remain in full force and effect until the later earlier to occur of the (i) payment or satisfaction in full in cash of all Obligations due and owing under the Guaranteed Obligations (other than contingent indemnity obligations) Indenture and the termination of each of the Guarantees, Notes and (ii) the occurrence of Legal Defeasance or Covenant Defeasance under the Indenture. This Pledge Agreement shall be binding upon the GrantorCompany, its their respective successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightNotes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier to occur of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of all Obligations due and owing under the Indenture and the Notes and (ii) the Agent occurrence of Legal Defeasance or Covenant Defeasance under the Indenture. At such time, the Trustee shall, at the written request of the Company, reassign and redeliver to the Company all of the Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture. Such reassignment and redelivery shall have received written notice from be without warranty (either express or implied) by or recourse to the Trustee, except as to the absence of any prior assignments by the Trustee of its interest in the Collateral, and shall be at the expense of the Company. (c) Notwithstanding any provision in this Pledge Agreement, if any of the events described in Section 8.8 of the Indenture occurs, the Company shall use its best efforts to immediately cause the Trustee, for its benefit and for the ratable benefit of the Holders of Guaranteed Obligations directing the Agent Notes, to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined a perfected first priority security interest in the Collateral Sharing Agreement)Collateral. Upon This paragraph shall survive the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledge Agreement.

Continuing Security Interest; Termination. (a) Except as provided All rights of Lender hereunder, the grant of a security interest in Section 25(b)the Collateral and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of (i) any agreement with respect to any of the Obligations or any instrument relating to the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating to any of the foregoing, (iii) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Pledgor in respect of the Obligations or in respect of this Agreement. (b) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later earlier of (A) the date Pledgor has indefeasibly paid in full in cash all of the payment Obligations or satisfaction in full of (B) the Guaranteed Obligations (other than contingent indemnity obligations) and date the termination of each of the GuaranteesPledged Shares have been transferred to Lender or its designee, (ii) be binding upon the Grantor, Pledgor and its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent Lender hereunder, to the benefit of, and be enforceable by, Lender and its successors and assigns. Pledgor agrees that the security interest in the Collateral shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment (in whole or in part) of the Agent and any of the Holders Obligations is rescinded or must otherwise be restored by Lender for any reason, all as though such payment had not been made. Subject to the foregoing, upon the satisfaction in full of Guaranteed the Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this the Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement)Pledgor. Upon the termination of the security interestany such termination, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent Lender will, at the GrantorPledgor's request and expense, promptly release to Pledgor all Collateral then held by it and execute and deliver to the Grantor Pledgor such other documents as the Grantor Pledgor shall reasonably request to evidence such termination. In connection with any sales Any execution and delivery of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under documents pursuant to this Agreement with respect Section 13 shall be without recourse to such assetsor warranty by Lender.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Pledged Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Obligations. This Pledge Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement (other than the Pledgor's obligations under Sections 10 and 12) shall terminate and all rights to upon the Collateral shall revert to the Grantor on the earlier payment in full in cash of the date on which (i) Obligations or if the Agent Company shall become obligated under the Indenture to redeem all of the outstanding Notes and such Notes shall have received from each Holder been redeemed, and if no Default or Event of Guaranteed Obligations written notice that all "Obligations" Default (as defined in the Collateral Sharing AgreementIndenture) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from occurred and be continuing. At such time, the Holders Trustee shall, pursuant to a Company Order, reassign and redeliver to the Pledgor all of Guaranteed Obligations directing the Agent Pledged Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture and take all actions that are necessary to release the Collateral security interest created by this Pledge Agreement in and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full Pledged Collateral, including the execution and delivery of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled statements necessary to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Pledged Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Pledged Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as ----------------------------------------- provided in Section 25(b), this Agreement shall create a continuing security ------------- interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Secured Obligations (other than contingent indemnity obligations) and the termination of each of the GuaranteesCredit Agreement, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor transferor, or assignor are limited by the terms of each of the GuaranteesCredit Agreement, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and any of the Holders of Guaranteed Secured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The Upon the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations) and the termination of the Credit Agreement, this Agreement and the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no Grantor. Upon any such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note AgreementsAgreement, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each disbursement of the GuaranteesCollateral pursuant to Section 7(a), (ii7(b), 7(e), 7(f) or 14. This Pledge Agreement shall be binding upon the GrantorPledgor and its transferees, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Trustee and the Collateral Agent hereunder, to the benefit of the Agent and any of Trustee, the Collateral Agent, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby So long as no Event of Default shall have occurred and be continuing, this Pledge Agreement (other than Pledgor’s obligations under Sections 13 and 15) shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder Termination Date (and disbursement to the Holders of Guaranteed Obligations written notice that all "Obligations" (as defined the Notes of the amounts referred to in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or Section 7(f)), (ii) the disbursement of the Collateral pursuant to Section 7(b) following receipt by the Collateral Agent shall have received written notice from of the Holders Mandatory Price Certificate, or (iii) the disbursement of Guaranteed Obligations directing the Collateral pursuant to Section 7(a) following receipt by the Collateral Agent of the Officers’ Acquisition Certificate and the Opinion. At such time, the Collateral Agent shall, pursuant to Section 7(f) hereof, reassign and redeliver to the Pledgor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by the Collateral Agent in accordance with the terms of this Pledge Agreement and the Indenture and take all actions requested by the Pledgor that are necessary to release the security interest created by this Pledge Agreement in and to the Collateral, including such actions as set forth in Section 7(d) hereof. Such reassignment and redelivery shall be without warranty by or recourse to the Collateral Agent or the Trustee in its capacity as such and stating that shall be at the Holders of Guaranteed Obligations have consented to such release under the terms reasonable expense of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsPledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This ----------------------------------------- Agreement shall create a continuing security interest in and to the Pledged Collateral and shall (i) shall, unless otherwise provided in this Agreement, remain in full force and effect until the later payment in full in cash of the payment Obligations or satisfaction in full release and termination of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) security interests created hereby pursuant to Section 10. This Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightand their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The Unless the security interest granted interests created hereby are released and terminated pursuant to Section 10, this Agreement (other than the Pledgor's obligations under Sections 9 and 12) shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to upon the payment in full in cash of the Obligations. At such time, the Trustee shall reassign and redeliver to the Pledgor all of the Agent's "Expenses" (as defined Pledged Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the Collateral Sharing Agreement). Upon the termination terms of this Agreement and take all actions that are necessary to release the security interest, the Grantor shall be entitled interest created by this Agreement in and to the prompt returnPledged Collateral, upon its request including the execution and at its expense, delivery of such of the Collateral held by the Agent as shall not have been sold all termination statements necessary to terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Pledged Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Pledged Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in the Collateral and shall (ia) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed all Secured Obligations (other than contingent indemnity obligationsSecured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable) shall have been indefeasibly paid in full in cash, the commitments or other obligations of the Agent or any Lender to make any Loan under the Credit Agreement shall have expired, the Letters of Credit shall have expired and the termination of each of the GuaranteesRevolving Credit Termination Date shall have occurred, (iib) be binding upon each of the GrantorPledgors, its successors and assigns assigns, and (iiic) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, inure to the benefit of the Agent, the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) and subject to the provisions of the Credit Agreement, any Lender may assign or otherwise transfer any Note held by it to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations (other than Secured Obligations in the nature of continuing indemnities or expense reimbursement obligations not yet due and payable), and the cancellation or expiration of the Letters of Credit and termination or expiration of all commitments and other obligations of the Agent and any Lender to make any Loan and the occurrence of the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or Revolving Credit Termination Date, Pledgors shall be construed entitled, subject to give any other Person any right, remedy or claim underthe provisions of SECTION 12 hereof, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetshereof.

Continuing Security Interest; Termination. (a) Except ----------------------------------------- as provided in Section 25(b), this Agreement shall create a continuing security ------------- interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Secured Obligations (other than contingent indemnity obligationsobligations for which no unsatisfied demand has been made) and the termination of each of the GuaranteesIndenture, (ii) be binding upon the Grantor, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent Trustee and any of the Holders of Guaranteed ObligationsHolders. Nothing set forth herein or in any other Loan Security Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Security Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtorGrantor-in-possession thereof or therefor. (b) The Upon the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations for which no unsatisfied demand has been made) and the termination of the Indenture, this Agreement and the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no Grantor. Upon any such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent Trustee as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent Trustee will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Agreement, remain in full force and effect until the later earlier of (i) the discharge or defeasance of all obligations of Aventine under the Indenture pursuant to Article VIII of the payment Indenture or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) disbursement of all of the Collateral pursuant to Article 6. This Agreement shall be binding upon the GrantorAventine and its transferees, its successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Trustee and the Collateral Agent hereunder, to the benefit of the Agent and any of Trustee, the Collateral Agent, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Agreement (other than Aventine’s obligations under Articles 10 and 12) shall terminate and all rights to the Collateral shall revert to the Grantor on terminated upon the earlier of the date on which (i) the Agent shall have received from each Holder discharge or defeasance of Guaranteed Obligations written notice that all "Obligations" (as defined in obligations of Aventine under the Collateral Sharing Agreement) owing Indenture pursuant to such Holder Article VIII of Guaranteed Obligations have been paid in full the Indenture or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full disbursement of all of the Agent's "Expenses" Collateral pursuant to Article 6. (c) At such time as defined set forth in (a) or (b) above, the Collateral Sharing Agreement). Upon the termination Agent shall, pursuant to a written order of the security interestAventine, the Grantor shall be entitled reassign and redeliver to the prompt return, upon its request and at its expense, of such Aventine all of the Collateral held hereunder that has not been sold, disposed of, retained or applied by the Collateral Agent as shall not have been sold or otherwise applied pursuant in accordance with the terms of this Agreement and the Indenture and take all actions requested by Aventine that are necessary to release the security interest created by this Agreement in and to the terms hereof and Collateral, including the Agent will, at the Grantor's expense, promptly execute and deliver filing of all termination statements provided to the Grantor such other documents as the Grantor shall reasonably request it necessary to evidence such termination. In connection with terminate any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement financing or continuation statements filed with respect to the Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Collateral Agent or the Trustee in its capacity as such assetsand shall be at the reasonable expense of Aventine.

Continuing Security Interest; Termination. {TC} (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Cash Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Secured Obligations. This Pledge Agreement shall be binding upon the GrantorCompany, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes, remedy or claim underthe Collateral Securities Intermediary and their respective successors, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement (other than Company's obligations under Sections 13 and 15) shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of the Secured Obligations and (ii) the Agent shall have received written notice from payment in full in cash of the Holders first six scheduled interest payments on all of Guaranteed Obligations directing the Agent Notes. At such time, the Trustee shall, pursuant to an Issuer Order, reassign and redeliver to the Company all of the Cash Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture and take all actions that are necessary to release the Collateral security interest created by this Pledge Agreement in and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full Cash Collateral, including the execution and delivery of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled statements necessary to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Cash Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Cash Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Company.

Continuing Security Interest; Termination. (aA) Except as provided in Section 25(b24(B), this Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of (a) the payment or satisfaction in full in cash of the Guaranteed Secured Obligations and (other than contingent indemnity obligationsb) the termination or expiration of the Commitments, all Letters of Credit issued pursuant to the Credit Agreement and the termination of each of the Guaranteesother Loan Documents, (ii) be binding upon the each Grantor, its their respective successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and any of the Holders of Guaranteed Secured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Each Grantor's respective successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (bB) The Upon the later of (i) the payment or satisfaction in full in cash of the Secured Obligations and (ii) the termination or expiration of the Commitments, all Letters of Credit issued pursuant to the Credit Agreement and the other Loan Documents, this Agreement and the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no applicable Grantor. Upon any such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the such Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the such Grantor's expense, promptly execute and deliver to the such Grantor such other documents as the such Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements Agreement, and provided adequate provision is made for the Note Agreementsapplication of the proceeds thereof in a manner consistent with the requirements of the Credit Agreement, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge and Security Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, except as otherwise provided in the Indenture or in this Pledge and Security Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) Obligations. This Pledge and the termination of each of the Guarantees, (ii) Security Agreement shall be binding upon the GrantorPledgor, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Notes and their respective successors, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge and Security Agreement shall terminate and all (except as to surviving rights to the Collateral shall revert to the Grantor on the earlier of the date on which (iindemnity) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to upon the payment in full in cash of the Obligations. At such time, the Trustee shall, pursuant to an Issuer Order, reassign and redeliver to the Pledgor all of the Agent's "Expenses" Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge and Security Agreement and the Indenture. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Pledgor. (as defined c) Notwithstanding anything to the contrary contained in or implied by this Pledge and Security Agreement, in the Collateral Sharing Agreement). Upon event the termination of Reorganization and FiberSouth Acquisition are consummated on the security interestdate hereof (i) BTI shall have no liability or obligation whatsoever, the Grantor shall be entitled to the prompt returnany person or entity, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold under or otherwise applied pursuant to this Pledge and Security Agreement and (ii) neither the terms hereof Trustee nor any other person or entity shall have any claim or cause of action of any nature whatsoever against BTI under or pursuant to this Pledge and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assetsSecurity Agreement.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (i) shall, unless otherwise provided in this Pledge Agreement, remain in full force and effect until the later payment in full in cash of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) Secured Obligations. This Pledge Agreement shall be binding upon the GrantorCompany, its transferees, successors and assigns assigns, and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guarantees, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Holders of Guaranteed Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any rightthe Senior Notes, remedy or claim underthe Collateral Securities Intermediary and their respective successors, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors transferees and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforassigns. (b) The security interest granted hereby This Pledge Agreement (other than Company's obligations under Sections 13 and 15) shall terminate and all rights to the Collateral shall revert to the Grantor on upon the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations have been paid payment in full or in cash of the Secured Obligations and (ii) the Agent shall have received written notice from payment in full in cash of the Holders first seven scheduled interest payments on all of Guaranteed Obligations directing the Agent Senior Notes. At such time, the Trustee shall, pursuant to an Issuer Order, reassign and redeliver to the Company all of the Collateral hereunder that has not been sold, disposed of, retained or applied by the Trustee in accordance with the terms of this Pledge Agreement and the Indenture and take all actions that are necessary to release the Collateral security interest created by this Pledge Agreement in and stating that the Holders of Guaranteed Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full Collateral, including the execution and delivery of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled statements necessary to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold terminate any financing or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement continuation statements filed with respect to such assetsthe Collateral. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee in its capacity as such, except as to the absence of any Liens on the Collateral created by or arising through the Trustee, and shall be at the reasonable expense of the Company.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this This Security Agreement shall create a continuing security interest in and to the Collateral and Pledged Collateral, shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of each of the Guarantees, (ii) be binding upon the GrantorPledgors, its their transferees, successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the Guaranteesassigns, shall inure, together with the rights and remedies of the Agent Trustee hereunder, to the benefit of the Agent and any of Trustee, the Securities Intermediary, the Holders of Guaranteed Obligationsthe Notes and their respective successors, transferees and assigns, and shall remain in full force and effect until the Termination Date. Nothing set forth herein On or in as soon as practicable after the Termination Date, the Trustee shall, at the expense of the Pledgors, take any other Loan Document is intended or reasonable action necessary to release the security interest created hereby, including the execution and delivery of any termination statement prepared and delivered to it by the Pledgors. Any redelivery of the Pledged Collateral hereunder to the Pledgors shall be construed without warranty by or recourse to give the Trustee in its capacity as such, except as to the absence of any other Person any rightLiens on the Pledged Collateral created by or arising through the Trustee, remedy or claim under, to or in respect and shall be at the reasonable expense of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or thereforthe Pledgors. (b) The security interest granted hereby This Security Agreement shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder day on which all of Guaranteed Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Obligations Pledgor's outstanding obligations under the Notes and the Indenture have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Obligations have consented to such release under the terms if, as of the Credit Agreements, the Note Agreements and the Guarantees provided, that no such termination shall occur prior to the payment in full end of all of the Agent's "Expenses" any Reference Period (as defined in the Collateral Sharing Agreement). Upon the termination Indenture) beginning as of the security interestend of the second fiscal quarter following the Issue Date, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and Issuers deliver to the Grantor such other documents Trustee an Officers' Certificate to the effect that the Leverage Ratio (as defined in the Grantor shall reasonably request Indenture) of the Issuers is less than or equal to evidence 3.0 to 1.0 (the date of such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release "Termination Date"). (c) Notwithstanding the foregoing, the Pledgors' obligations under Sections 12 and terminate the liens and security interests granted under 14 shall survive this Agreement with respect to such assetsSecurity Agreement's termination.

Continuing Security Interest; Termination. (a) Except as provided in Section 25(b), this Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the later of the payment or satisfaction in full of the Guaranteed Secured Obligations (other than contingent indemnity obligationsObligations) and the termination of each of the GuaranteesCredit Agreements and the Note Agreements, (ii) be binding upon the Grantor, its successors and assigns and (iii) except to the extent that the rights of any transferor or assignor are limited by the terms of each of the GuaranteesCredit Agreements and the Note Agreements, inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent and any of the Holders of Guaranteed Secured Obligations. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any other Loan Document or any Collateral. The Grantor's successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor. (b) The security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor on the earlier of the date on which (i) the Agent shall have received from each Holder of Guaranteed Secured Obligations written notice that all "Obligations" (as defined in the Collateral Sharing Agreement) owing to such Holder of Guaranteed Secured Obligations have been paid in full or (ii) the Agent shall have received written notice from the Holders of Guaranteed Secured Obligations directing the Agent to release the Collateral and stating that the Holders of Guaranteed Secured Obligations have consented to such release under the terms of the Credit Agreements, the Note Agreements and the Guarantees Note Agreements; provided, that no such termination shall occur prior to the payment in full of all of the Agent's "Expenses" (as defined in the Collateral Sharing Agreement). Upon the termination of the security interest, the Grantor shall be entitled to the prompt return, upon its request and at its expense, of such of the Collateral held by the Agent as shall not have been sold or otherwise applied pursuant to the terms hereof and the Agent will, at the Grantor's expense, promptly execute and deliver to the Grantor such other documents as the Grantor shall reasonably request to evidence such termination. In connection with any sales of assets permitted under the Credit Agreements and the Note Agreements, the Agent will promptly release and terminate the liens and security interests granted under this Agreement with respect to such assets.