Common use of Continuing Security Interest; Termination Clause in Contracts

Continuing Security Interest; Termination. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment in full of the Secured Obligations and termination of Obligee's obligations to lend and extend credit under the Secured Agreement, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, to the benefit of Collateral Agent and Obligee and the successors, transferees and assigns of each. Without limiting the generality of the foregoing clause (c), Obligee may, subject to the provisions of the Secured Agreement, assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee herein or otherwise. Upon the indefeasible payment in full of the Secured Obligations and termination of Obligee's obligations to lend or extend credit under the Secured Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such termination, Collateral Agent will, at the Grantors' expense, execute and deliver to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such termination.

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the indefeasible payment in full of the Secured Obligations and Obligations, the termination of Obligee's obligations the commitments of the Lenders to lend and extend credit under the Secured Credit Agreement and the termination of the Credit Agreement, (bii) be binding upon each the Grantor, its successors and assigns and (ciii) except to the extent that the rights of any transferor or assignor are limited by Section 12.01 (concerning assignments) of the Credit Agreement, inure, together with the rights and remedies of Collateral the Agent and Obligee hereunder, to the benefit of Collateral Agent and Obligee the Agent, the Lenders and the successorsIssuing Banks, transferees subject to the terms and assigns conditions of eachthe Credit Agreement. Without limiting the generality of the foregoing clause (ciii), Obligee may, subject to the provisions of the Secured Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and interest in any agreements or instruments executed in connection therewith Loan owing to such Lender to any other person or entityPerson, and such other person or entity Person shall thereupon become vested with all the benefits in respect thereof granted to Obligee the Agent herein or otherwise. Upon , subject, however, to the indefeasible payment in full provisions of Section 12.01 (concerning assignments) of the Secured Obligations Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give the Grantor's successors and termination assigns any right, remedy or claim under, to or in respect of Obligee's obligations to lend or extend credit under the Secured this Agreement, the security interest granted hereby any other Loan Document or any Collateral. The Grantor's successors and assigns shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such terminationinclude, Collateral Agent willwithout limitation, at the Grantors' expensea receiver, execute and deliver to the Grantors, against receipt and without recourse to trustee or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationdebtor-in-possession thereof or therefor.

Continuing Security Interest; Termination. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until all Secured Obligations (other than Secured Obligations in the indefeasible payment 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 Secured Obligations and termination of Obligee's obligations Agent or any Lender to lend and extend credit make any Loan under the Secured AgreementCredit Agreement shall have expired, the Letters of Credit shall have expired and the Facility Termination Date shall have occurred, (b) be binding upon each GrantorPledgor, its successors and assigns assigns, and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, inure to the benefit of Collateral Agent the Agent, the Secured Parties and Obligee and the their respective successors, transferees and assigns of eachassigns. Without limiting the generality of the foregoing clause (c), Obligee may, ) and subject to the provisions of the Secured Credit Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee 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 Obligee's all commitments and other obligations of the Agent and any Lender to lend or extend credit under make any Loan and the Secured Agreementoccurrence of the Facility Termination Date, the security interest granted hereby Pledgor shall terminate and all rights be entitled, subject to the Collateral shall revert provisions of SECTION 11 hereof, to the Grantors. Upon any such terminationreturn, Collateral Agent will, upon its request and at the Grantors' its expense, execute and deliver of such of the Collateral as shall not have been sold or otherwise applied pursuant to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationterms hereof.

Continuing Security Interest; Termination. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until all Secured Obligations (other than Secured Obligations in the indefeasible payment 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 Secured Obligations and termination of Obligee's obligations Agent or any Lender to lend and extend credit make any Loan under the Secured AgreementCredit Agreement shall have expired, the Letters of Credit shall have expired and the Facility Termination Date shall have occurred, (b) be binding upon each GrantorPledgor, its successors and assigns assigns, and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, inure to the benefit of Collateral Agent the Agent, the Secured Parties and Obligee and the their respective successors, transferees and assigns of eachassigns. Without limiting the generality of the foregoing clause (c), Obligee may, ) and subject to the provisions of the Secured Credit Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee 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 Obligee's all commitments and other obligations of the Agent and any Lender to lend or extend credit under make any Loan and the Secured Agreementoccurrence of the Facility Termination Date, the security interest granted hereby Pledgor shall terminate and all rights be entitled, subject to the Collateral shall revert provisions of Section 11 hereof, to the Grantors. Upon any such terminationreturn, Collateral Agent will, upon its request and at the Grantors' its expense, execute and deliver of such of the Collateral as shall not have been sold or otherwise applied pursuant to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationterms hereof.

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the indefeasible payment in full of the Secured Obligations and Guaranteed Obligations, the termination of Obligee's obligations the commitments of the Lenders to lend and extend credit under the Secured Credit Agreement and the termination of the Credit Agreement, (bii) be binding upon each the Grantor, its successors and assigns and (ciii) except to the extent that the rights of any transferor or assignor are limited by Section 12.01 (concerning assignments) of the Credit Agreement, inure, together with the rights and remedies of Collateral the Agent and Obligee hereunder, to the benefit of Collateral Agent and Obligee the Agent, the Lenders and the successorsIssuing Banks, transferees subject to the terms and assigns conditions of eachthe Credit Agreement. Without limiting the generality of the foregoing clause (ciii), Obligee may, subject to the provisions of the Secured Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and interest in any agreements or instruments executed in connection therewith Loan owing to such Lender to any other person or entityPerson, and such other person or entity Person shall thereupon become vested with all the benefits in respect thereof granted to Obligee the Agent herein or otherwise. Upon , subject, however, to the indefeasible payment in full provisions of Section 12.01 (concerning assignments) of the Secured Obligations Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give the Grantor's successors and termination assigns any right, remedy or claim under, to or in respect of Obligee's obligations to lend or extend credit under the Secured this Agreement, the security interest granted hereby any other Loan Document or any Collateral. The Grantor's successors and assigns shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such terminationinclude, Collateral Agent willwithout limitation, at the Grantors' expensea receiver, execute and deliver to the Grantors, against receipt and without recourse to trustee or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationdebtor-in-possession thereof or therefor.

Continuing Security Interest; Termination. (i) This Agreement shall create a continuing security interest in the Collateral and shall (aA) remain in full force and effect until the indefeasible payment in full of the Secured Obligations and Guaranteed Obligations, the termination of Obligee's obligations the commitments of the Lenders to lend and extend credit under the Secured Credit Agreement, the expiration or termination of all Letters of Credit and the termination of the Credit Agreement, (bB) be binding upon each Grantor, its successors and assigns and (cC) except to the extent that the rights of any transferor or assignor are limited by Section 12.01 (concerning assignments) of the ------------- ==================================================================== -24- Credit Agreement, inure, together with the rights and remedies of Collateral the Administrative Agent and Obligee hereunder, to the benefit of Collateral Agent and Obligee the Administrative Agent, the Lenders, the Issuing Banks, the Arranger and the successors, transferees Syndication Agents subject to the terms and assigns conditions of eachthe Credit Agreement. Without limiting the generality of the foregoing clause (cC), Obligee may, subject to the provisions of the Secured Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and interest in any agreements or instruments executed in connection therewith Loan owing to such Lender to any other person or entityPerson, and such other person or entity Person shall thereupon become vested with all the benefits in respect thereof granted to Obligee the Administrative Agent herein or otherwise. Upon , subject, however, to the indefeasible payment in full provisions of Section 12.01 (concerning assignments) of the Secured Obligations ------------- Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give any Grantor's successors and termination assigns any right, remedy or claim under, to or in respect of Obligee's obligations to lend or extend credit under the Secured this Agreement, the security interest granted hereby any other Loan Document or any Collateral. Each Grantor's successors and assigns shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such terminationinclude, Collateral Agent willwithout limitation, at the Grantors' expensea receiver, execute and deliver to the Grantors, against receipt and without recourse to trustee or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationdebtor-in-possession thereof or therefor.

Continuing Security Interest; Termination. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment in full of the Secured Obligations and termination of Obligee's the Lenders' obligations to lend and extend credit under the Secured AgreementNew Credit Facility and the cancellation or expiration of all outstanding letters of credit, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent and Obligee the Secured Parties hereunder, to the benefit of the Collateral Agent and Obligee the Secured Parties and the successors, transferees and assigns of each. Without limiting the generality of the foregoing clause (c), Obligee any Secured Party may, subject to the provisions of the Secured AgreementSenior Note Indenture and the New Credit Facility, as applicable, assign or otherwise transfer the Noteany Senior Note or loan, or portion thereof, held by them, respectively, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee that Secured Party herein or otherwise. Upon the indefeasible payment in full of the Secured Obligations and termination of Obligee's the Lenders' obligations to lend or extend credit under the Secured AgreementNew Credit Facility and the cancellation or expiration of all outstanding letters of credit, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such termination, the Collateral Agent will, at the Grantors' expense, execute and deliver to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such termination.

Continuing Security Interest; Termination. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until all Secured Obligations (other than Secured Obligations in the indefeasible payment 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 Secured Obligations and termination of Obligee's obligations Agent or any Lender to lend and extend credit make any Loan under the Secured AgreementCredit Agreement shall have expired and the Letters of Credit shall have expired, (b) be binding upon each GrantorPledgor, its successors and assigns assigns, and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, inure to the benefit of Collateral Agent the Agent, the Lenders and Obligee and the their respective successors, transferees and assigns of eachassigns. Without limiting the generality of the foregoing clause (c), Obligee may, ) and subject to the provisions of the Secured Credit Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee 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 Obligee's all commitments and other obligations of the Agent and any Lender to lend or extend credit under the Secured Agreementmake any Loan, the security interest granted hereby Pledgor shall terminate and all rights be entitled, subject to the Collateral shall revert provisions of SECTION 12 hereof, to the Grantors. Upon any such terminationreturn, Collateral Agent will, upon its request and at the Grantors' its expense, execute and deliver of such of the Collateral as shall not have been sold or otherwise applied pursuant to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationterms hereof.

Continuing Security Interest; Termination. This Agreement shall create a continuing security interest in the Collateral (subject to the provisions of Section 2(iv)) and shall (a) remain in full force and effect until all Secured Obligations (other than Secured Obligations in the indefeasible payment 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 Secured Obligations and termination of Obligee's obligations Agent or any Lender to lend and extend credit make any Loan under the Secured AgreementCredit Agreement shall have expired and the Letters of Credit shall have expired, (b) be binding upon each GrantorPledgor, its successors and assigns assigns, and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, inure to the benefit of Collateral Agent the Agent, the Lenders and Obligee and the their respective successors, transferees and assigns of eachassigns. Without limiting the generality of the foregoing clause (c), Obligee may, ) and subject to the provisions of the Secured Credit Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee 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 Obligee's all commitments and other obligations of the Agent and any Lender to lend or extend credit under the Secured Agreementmake any Loan, the security interest granted hereby Pledgor shall terminate and all rights be entitled, subject to the Collateral shall revert provisions of Section 12 hereof, to the Grantors. Upon any such terminationreturn, Collateral Agent will, upon its request and at the Grantors' its expense, execute and deliver of such of the Collateral as shall not have been sold or otherwise applied pursuant to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationterms hereof.

Continuing Security Interest; Termination. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until all Secured Obligations (other than Secured Obligations in the indefeasible payment 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 Secured Obligations and termination of Obligee's obligations Agent or any Lender to lend and extend credit make any Loan under the Secured AgreementCredit Agreement shall have expired and the Letters of Credit shall have expired, (b) be binding upon each GrantorPledgor, its successors and assigns assigns, and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, inure to the benefit of Collateral Agent the Agent, the Lenders and Obligee and the their respective successors, transferees and assigns of eachassigns. Without limiting the generality of the foregoing clause (c), Obligee may, ) and subject to the provisions of the Secured Credit Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee 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 Obligee's all commitments and other obligations of the Agent and any Lender to lend or extend credit under the Secured Agreementmake any 153 Loan, the security interest granted hereby Pledgor shall terminate and all rights be entitled, subject to the Collateral shall revert provisions of Section 12 hereof, to the Grantors. Upon any such terminationreturn, Collateral Agent will, upon its request and at the Grantors' its expense, execute and deliver of such of the Collateral as shall not have been sold or otherwise applied pursuant to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationterms hereof.

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the indefeasible payment in full of the Secured Obligations and Obligations, the termination of Obligee's obligations the commitments of the Lenders to lend and extend credit under the Secured Credit Agreement, the expiration or termination of all Letters of Credit and the termination of the Credit Agreement, (bii) be binding upon each the Grantor, its successors and assigns and (ciii) except to the extent that the rights of any transferor or assignor are limited by Section 12.01 (concerning assignments) of the Credit Agreement, inure, together with the rights and remedies of Collateral the Administrative Agent and Obligee hereunder, to the benefit of Collateral Agent and Obligee the Administrative Agent, the Lenders, the Issuing Banks, the Arranger and the successorsSyndication Agents, transferees subject to the terms and assigns conditions of eachthe Credit Agreement. Without limiting the generality of the foregoing clause (ciii), Obligee may, subject to the provisions of the Secured Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and interest in any agreements or instruments executed in connection therewith Loan owing to such Lender to any other person or entityPerson, and such other person or entity Person shall thereupon become vested with all the benefits in respect thereof granted to Obligee the Administrative Agent herein or otherwise. Upon , subject, however, to the indefeasible payment in full provisions of Section 12.01 (concerning assignments) of the Secured Obligations Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give the Grantor's successors and termination assigns any right, remedy or claim under, to or in respect of Obligee's obligations to lend or extend credit under the Secured this Agreement, the security interest granted hereby any other Loan Document or any Collateral. The Grantor's successors and assigns shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such terminationinclude, Collateral Agent willwithout limitation, at the Grantors' expensea receiver, execute and deliver to the Grantors, against receipt and without recourse to trustee or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationdebtor-in-possession thereof or therefor.

Continuing Security Interest; Termination. This Agreement agreement shall create a continuing security interest in the Collateral collateral and shall (a) remain in full force and effect until the indefeasible payment all secured obligations shall have been indefeasibly paid in full in cash, the revolving credit commitments or other obligations of the Secured Obligations and termination of Obligee's obligations agent or any lender to lend and extend credit make any loan under the Secured Agreementcredit agreement shall have expired, the letters of credit shall have expired and the revolving credit termination date shall have occurred, (b) be binding upon each Grantorthe pledgor, its successors and assigns assigns, and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, inure to the benefit of Collateral Agent the agent, the lenders and Obligee and the their respective successors, transferees and assigns of eachassigns. Without limiting the generality of the foregoing clause (c), Obligee may, ) and subject to the provisions of the Secured Agreementcredit agreement, any lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee such lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations secured obligations and cancellation or expiration of the letters of credit and termination or expiration of Obligee's all revolving credit commitments and other obligations of the agent and any lender to lend or extend make any loan and the occurrence of the revolving credit under the Secured Agreementtermination date, the security interest granted hereby pledgor shall terminate and all rights be entitled to the Collateral return, upon its request and at its expense, of such of its collateral as shall revert not have been sold or otherwise applied pursuant to the Grantors. Upon any such termination, Collateral Agent will, at the Grantors' expense, execute and deliver to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationterms hereof.

Continuing Security Interest; Termination. (a) This Agreement shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the indefeasible payment in full of the Secured Obligations and Guaranteed Obligations, the termination of Obligee's obligations the commitments of the Lenders to lend and extend credit under the Secured Credit Agreement, the expiration or termination of all Letters of Credit and the termination of the Credit Agreement, (bii) be binding upon each the Grantor, its successors and assigns and (ciii) except to the extent that the rights of any transferor or assignor are limited by Section 12.01 ------------- (concerning assignments) of the Credit Agreement, inure, together with the rights and remedies of Collateral the Administrative Agent and Obligee hereunder, to the benefit of Collateral Agent and Obligee the Administrative Agent, the Lenders, the Issuing Banks, the Arranger and the successorsSyndication Agents, transferees subject to the terms and assigns conditions of eachthe Credit Agreement. Without limiting the generality of the foregoing clause (ciii), Obligee may, subject to the provisions of the Secured Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and interest in any agreements or instruments executed in connection therewith Loan owing to such Lender to any other person or entityPerson, and such other person or entity Person shall thereupon become vested with all the benefits in respect thereof granted to Obligee the Administrative Agent herein or otherwise. Upon , subject, however, to the indefeasible payment in full provisions of Section 12.01 (concerning assignments) of the Secured Obligations ------------- Credit Agreement. Nothing set forth herein or in any other Loan Document is intended or shall be construed to give the Grantor's successors and termination assigns any right, remedy or claim under, to or in respect of Obligee's obligations to lend or extend credit under the Secured this Agreement, the security interest granted hereby any other Loan Document or any Collateral. The Grantor's successors and assigns shall terminate and all rights to the Collateral shall revert to the Grantors. Upon any such terminationinclude, Collateral Agent willwithout limitation, at the Grantors' expensea receiver, execute and deliver to the Grantors, against receipt and without recourse to trustee or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationdebtor-in-possession thereof or therefor.

Continuing Security Interest; Termination. 1.1.3 This Agreement shall create a continuing security interest in and to the Collateral and shall (a) shall, unless otherwise provided in the Loan Agreement or in this Agreement, remain in full force and effect until the indefeasible payment in full in cash of the Secured Obligations and termination of Obligee's obligations to lend and extend credit under the Secured Agreement, (b) Obligations. This Agreement shall be binding upon each Grantorthe Pledgor, its transferees, successors and assigns assigns, and (c) shall inure, together with the rights and remedies of the Escrow Agent, the Administrative Agent and the Collateral Agent and Obligee hereunder, to the benefit of the Escrow Agent, the Administrative Agent, the Collateral Agent and Obligee the other Secured Parties and the their respective successors, transferees and assigns assigns. This Agreement shall terminate upon the earlier of each. Without limiting (i) so long as the generality of Escrow Account has never been funded, the foregoing clause date on which the Commitments have been fully advanced under the Loan Agreement or (c), Obligee may, subject to ii) the provisions of the Secured Agreement, assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations or the release of all Escrowed Funds and termination of Obligee's obligations to lend or extend credit under the Secured Agreement, the security interest granted hereby shall terminate and all rights other Collateral to the Collateral shall revert to Pledgor in accordance with the Grantorsterms of this Agreement. Upon any At such termination, Collateral Agent will, at time and upon the Grantors' expense, execute and deliver to written instruction of the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents the Escrow Agent shall reassign and redeliver to the Pledgor all of the Collateral hereunder that has not been sold, disposed of, retained or applied by the Escrow Agent in accordance with the terms of this Agreement and the Loan Agreement. Such reassignment and redelivery shall be without warranty by or recourse to the Escrow Agent in its capacity as such, except as to the Grantors absence of any Liens on the Collateral created by or arising through the Escrow Agent, and shall reasonably request to evidence such terminationbe at the reasonable expense of the Pledgor.

Continuing Security Interest; Termination. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until all Secured Obligations (other than Secured Obligations in the indefeasible payment 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 Secured Obligations and termination of Obligee's obligations Agent or any Lender to lend and extend credit make any Loan under the Secured AgreementCredit Agreement shall have expired and the Letters of Credit shall have expired, (b) be binding upon each GrantorPledgor, its successors and assigns assigns, and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, inure to the benefit of Collateral Agent the Agent, the Lenders and Obligee and the their respective successors, transferees and assigns of eachassigns. Without limiting the generality of the foregoing clause (c), Obligee may, ) and subject to the provisions of the Secured Credit Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee 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 Obligee's all commitments and other obligations of the Agent and any Lender to lend or extend credit under the Secured Agreementmake any Loan, the security interest granted hereby Pledgor shall terminate and all rights be entitled, subject to the Collateral shall revert provisions of Section 12 hereof, to the Grantors. Upon any such terminationreturn, Collateral Agent will, upon its request and at the Grantors' its expense, execute and deliver of such of the Collateral as shall not have been sold or otherwise applied pursuant to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationterms hereof.

Continuing Security Interest; Termination. This Agreement ----------------------------------------- shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment all Secured Obligations shall have been indefeasibly paid in full in cash, the Revolving Credit Commitments or other obligations of the Secured Obligations and termination of Obligee's obligations Agent or any Lender to lend and extend credit make any Loan under the Secured AgreementCredit Agreement shall have expired, the Letters of Credit shall have expired and the Revolving Credit Termination Date shall have occurred, (b) be binding upon each Grantorthe Pledgor, its successors and assigns assigns, and (c) inure, together with the rights and remedies of Collateral Agent and Obligee hereunder, inure to the benefit of Collateral Agent the Agent, the Lenders and Obligee and the their respective successors, transferees and assigns of eachassigns. Without limiting the generality of the foregoing clause (c), Obligee may, ) and subject to the provisions of the Secured Credit Agreement, any Lender may assign or otherwise transfer the Note, or portion thereof, or any other obligations secured hereby and any agreements or instruments executed in connection therewith 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 Obligee such Lender herein or otherwise. Upon the indefeasible payment in full in cash of the Secured Obligations and cancellation or expiration of the Letters of Credit and termination or expiration of Obligee's all Revolving Credit Commitments and other obligations of the Agent and any Lender to lend or extend credit under make any Loan and the Secured Agreementoccurrence of the Revolving Credit Termination Date, the security interest granted hereby Pledgor shall terminate and all rights be entitled to the return, upon its request and at its expense, of such of its Collateral as shall revert not have been sold or otherwise applied pursuant to the Grantors. Upon any such termination, Collateral Agent will, at the Grantors' expense, execute and deliver to the Grantors, against receipt and without recourse to or warranty by Collateral Agent, such documents as the Grantors shall reasonably request to evidence such terminationterms hereof.