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

Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders), shall (i) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors to the extent such Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon any such termination, the Administrative Agent will, at the Borrower’s expense, deliver all Collateral to the Borrower, execute and deliver to the Borrower such documents as the Borrower shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Agent, shall (i) remain in full force and effect until the indefeasible payment in full in cash of, and termination of, the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations and the termination of the Issuing Bank and Commitments under the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expiredAgreement, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties Lenders and their successors successors, and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, and the Secured Parties Lenders and their respective successors, transferees, and assigns. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors to the extent such Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender Secured Party assigns or otherwise transfers any interest held by it under either the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement. (b) Upon the indefeasible payment in full and termination of the Secured Obligations, the termination of all Commitments under the Credit Agreement, and the termination of the Credit Agreement in writing, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent will, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at or the direction Payment in Full of the requisite Lenders)Obligations occurs, shall (i) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expiredeffect, (ii) be binding upon the Pledgorseach Pledgor and its successors, the Administrative Agent, the Secured Parties and their successors transferees and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, each Secured Party (other than the Administrative Agent, Swap Counterparties and the Secured Parties Banking Service Providers) and their respective each of its successors, transferees, and assigns. Upon , and to the payment in full benefit of and termination of the Secured Obligations (including all Letter of Credit Obligations)be binding upon, the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank Swap Counterparties and the Lenders in respect Banking Service Providers and each of Letters of Credit their successors, transferees and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors assigns only to the extent such Collateral shall not have been sold or otherwise applied pursuant to the terms hereofsuccessor, transferee, and assign is a Secured Party. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Credit Document to any other Person pursuant to the terms of the Credit Agreement or such other Loan Credit Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Furthermore, when any Swap Counterparty or Banking Services Provider assigns or otherwise transfers any interest held by it under a Hedging Arrangement or any agreement in respect of Banking Services, as applicable, to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with the benefits held by such Secured Party under this Pledge Agreement only if such Person independently qualifies as a Secured Party. (b) Upon the Payment in Full of Obligations, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent will, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination. (c) Upon the sale or other transfer of any Pledged Collateral pursuant to a transaction permitted by the Credit Agreement, the security interest in such Pledged Collateral granted hereby shall terminate. Upon any such termination, the Administrative Agent will, at the Pledgors’ expense, deliver all such Pledged Collateral to the applicable Pledgor, execute and deliver to the applicable Pledgor such documents as such Pledgor shall reasonably request and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Collateral Trustee, shall (i) remain in full force and effect until the indefeasible payment in full in cash of, and termination of, the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations and the termination of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expiredunder each Master Debt Agreement, (ii) be binding upon the Pledgors, the Administrative AgentCollateral Trustee, the Secured Parties and their successors successors, and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent Collateral Trustee hereunder, to the benefit of and be binding upon, the Administrative AgentCollateral Trustee, and the Secured Parties and their respective successors, transferees, and assigns. Upon , and to the payment in full benefit of and termination of the Secured Obligations (including all Letter of Credit Obligations)be binding upon, the termination or expiration Swap Counterparties, and each of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank their respective successors and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors assigns only to the extent such Collateral shall not have been sold successors, transferees, and assigns of a Swap Counterparty is a Senior Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Senior Lender. Without limiting the generality of the foregoing clause, when any Lender Secured Party assigns or otherwise transfers any interest held by it under the Credit either Master Debt Agreement or other Loan Master Debt Document (other than an Interest Hedge Agreement or a Hydrocarbon Hedge Agreement) to any other Person pursuant to the terms of the Credit applicable Master Debt Agreement or such other Loan Master Debt Document, that other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under an Interest Hedge Agreement or a Hydrocarbon Hedge Agreement to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Secured Party under this Pledge Agreement only if such Person is also then a Senior Lender or an Affiliate of a Senior Lender. (b) Upon the indefeasible payment in full and termination of the Secured Obligations and the termination of all Commitments under each Master Debt Agreement, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent Collateral Trustee will, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Pledge Security Agreement shall create a continuing security interest in the Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Collateral Trustee, shall (ia) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the indefeasible payment in full and termination in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, Credit and the termination or expiration of all obligations of the Issuing Bank Lender and the Senior Lenders in respect of Letters of Credit Credit, the termination of the Hedge Contracts with the Secured Parties and the termination or expiration of the Commitments, (b) be binding upon each Grantor and its successors, tranferees and assigns, and (c) inure, together with the security interest granted hereby shall terminate rights and all rights remedies of the Collateral Trustee hereunder, to the benefit of and be binding upon, the Collateral shall revert Trustee, the Issuing Lender, the Senior Lenders, the Subordinated Lenders, the Senior Administrative Agent and the Subordinated Administrative Agent and their respective successors, transferees, and assigns, and to the Pledgors benefit of and be binding upon, the Swap Counterparties, and each of their respective successors, transferees, and assigns to the extent such Collateral shall not have been sold successors, transferees, and assigns of a Swap Counterparty is a Senior Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Senior Lender. Without limiting the generality of the foregoing clause, when any Senior Lender or Subordinated Lender assigns or otherwise transfers any interest held by it under the Credit Agreement Master Debt Agreements or other Loan Document Master Debt Documents to any other Person pursuant to the terms of the Credit Agreement Master Debt Agreements or such other Loan DocumentMaster Debt Documents, that other Person shall thereupon become vested with all the benefits held by such Senior Lender or such Subordinated Lender under this Pledge Security Agreement. Upon Notwithstanding the foregoing, when any such termination, the Administrative Agent will, at the Borrower’s expense, deliver all Collateral Swap Counterparty assigns or otherwise transfers any interest held by it under any Hedge Contract to any other Person pursuant to the Borrowerterms of such agreement, execute and deliver to that other Person shall thereupon become vested with all the Borrower benefits held by such documents as the Borrower shall reasonably request in writing and take any other actions reasonably requested to evidence Secured Party under this Security Agreement only if such Person is also then a Senior Lender or effect such terminationan Affiliate of a Senior Lender.

Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Agent, shall (i) remain in full force and effect until payment in full of the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied), the termination or expiration of all Letters of Credit have terminated or expired, and the termination of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired Credit, and the Commitments have terminated termination or expiredexpiration of the Revolving Commitments, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors successors, and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon any such termination, the Administrative Agent will, at the Borrower’s Borrowers’ expense, deliver all Pledged Collateral to the BorrowerBorrowers, execute and deliver to the Borrower Borrowers such documents as the Borrower Borrowers shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (i) remain in full force and effect until such time when each following shall have occurred: (A) the payment in full of all Secured Obligations and all other amounts payable under the Loan Documents, (including all Letter B) the termination or expiration of Credit Obligations) are fully satisfied, all Letters of Credit, (C) the termination of all Hedge Contracts with the Credit have terminated or expiredParties, and (D) the termination of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired(such time being referred to herein as the “Pledge Termination”), (ii) be binding upon the Pledgors, the Administrative AgentSecured Party, the Secured other Credit Parties and their successors successors, and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, inure to the benefit of and be binding upon, enforceable by the Administrative Agent, each Lender, and the Secured Parties Issuing Lender, and their respective successors, transfereesand, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and assigns. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights iv) inure to the Collateral shall revert to the Pledgors benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such Collateral shall not have been sold successor, transferee or otherwise applied pursuant to the terms hereofassign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clauseclause (iii), when the Administrative Agent or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than a Hedge Contract) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon Furthermore, when any such termination, the Administrative Agent will, at the Borrower’s expense, deliver all Collateral Swap Counterparty assigns or otherwise transfers any interest held by it under a Hedge Contract to any other Person pursuant to the Borrowerterms of such agreement, execute and deliver to that other Person shall thereupon become vested with all the Borrower benefits held by such documents as the Borrower shall reasonably request in writing and take any other actions reasonably requested to evidence Lender under this Pledge Agreement only if such Person is also then a Lender or effect such terminationan Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. This Pledge Security Agreement shall create a continuing security interest in the Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Agent, shall (ia) remain in full force and effect until the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied), the termination or expiration of all Letters of Credit have terminated or expired, and the termination of all obligations of the Issuing Bank Lender and the Lenders in respect of Letters of Credit have terminated or expired Credit, the termination of the Hedge Contracts with the Secured Parties and the Commitments have terminated termination or expiredexpiration of the Commitments, (iib) be binding upon the Pledgorseach Grantor and its successors, the Administrative Agent, the Secured Parties and their successors tranferees and assigns, and (iiic) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties Issuing Lender, the Lenders, and their respective successors, transferees, and assigns. Upon , and to the payment in full benefit of and termination of the Secured Obligations (including all Letter of Credit Obligations)be binding upon, the termination or expiration Swap Counterparties, and each of all Letters of Credittheir respective successors, the termination or expiration of all obligations of the Issuing Bank transferees, and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors assigns to the extent such Collateral shall not have been sold successors, transferees, and assigns of a Swap Counterparty is a Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Lender. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document Documents to any other Person pursuant to the terms of the Credit Agreement or such other Loan DocumentDocuments, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Security Agreement. Upon Notwithstanding the foregoing, when any such termination, the Administrative Agent will, at the Borrower’s expense, deliver all Collateral Swap Counterparty assigns or otherwise transfers any interest held by it under any Hedge Contract to any other Person pursuant to the Borrowerterms of such agreement, execute and deliver to that other Person shall thereupon become vested with all the Borrower benefits held by such documents as the Borrower shall reasonably request in writing and take any other actions reasonably requested to evidence Secured Party under this Security Agreement only if such Person is also then a Lender or effect such terminationan Affiliate of a Lender.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (ia) other than as provided in Section 7.04(c) below, remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the indefeasible payment in full and termination in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and the termination of all obligations of the Issuing Banks and the Banks in respect of Letters of Credit, the termination of all Interest Rate Contracts and the termination of all obligations of the Banks in respect of Interest Rate Contracts, and the termination or expiration of the Commitments, (b) be binding upon each Pledgor and its successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be binding upon, the Secured Party, the Issuing Banks, and the Banks and their respective successors, transferees, and assigns, and to the benefit of and be binding upon, the Swap Counterparties, and each of their respective successors, transferees, and assigns to the extent such successors, transferees, and assigns of a Swap Counterparty is a Bank or an Affiliate of a Bank. Without limiting the generality of the foregoing clause, when any Bank assigns or otherwise transfers any interest held by it under the Credit Agreement or other Credit Document to any other Person pursuant to the terms of the Credit Agreement or such other Credit Document, that other Person shall thereupon become vested with all the benefits held by such Bank under this Pledge Agreement. (b) Upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and the termination of all obligations of the Issuing Bank Banks and the Lenders Banks in respect of Letters of Credit Credit, the termination of all Interest Rate Contracts and the termination of all obligations of the Banks in respect of Interest Rate Contracts, and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon any such termination, the Administrative Agent willSecured Party will promptly, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination. (c) If a cash distribution or dividend is made by the Borrower to its Equity Interest holders in compliance with the Credit Agreement, then upon delivery of such cash to the Equity Interest holders (i) the security interest granted to the Secured Party herein on such cash shall terminate and (ii) such cash shall no longer constitute Pledged Collateral for purposes of this Agreement.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (i) remain in full force and effect until the indefeasible payment in full in cash of, and termination of, the Secured Obligations (including all Obligations, the reduction of the Letter of Credit Obligations) are fully satisfiedExposure to zero, all Letters of Credit have terminated or expired, all obligations and the termination of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expiredCommitments, (ii) be binding upon the Pledgors, the Administrative AgentSecured Party, the Secured other Credit Parties and their successors successors, and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent Secured Party hereunder, to the benefit of and be binding upon, the Secured Party, the Administrative Agent, the Secured Parties Issuing Lenders, and the Lenders and their respective successors, transferees, and assigns. Upon , and to the payment in full benefit of and termination of the Secured Obligations (including all Letter of Credit Obligations)be binding upon, the termination or expiration Swap Counterparties, and each of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank their respective successors and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors assigns only to the extent such Collateral shall not have been sold successors, transferees, and assigns of a Swap Counterparty is the Administrative Agent, the Issuing Lender, a Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Lender. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than an Interest Hedge Agreement or a Hydrocarbon Hedge Agreement) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Security Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under an Interest Hedge Agreement or a Hydrocarbon Hedge Agreement to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge AgreementAgreement only if such Person is also then a Lender or an Affiliate of a Lender. (b) Upon the indefeasible payment in full and termination of the Secured Obligations, the reduction of the Letter of Credit Exposure to zero, and the termination of all Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent Secured Party will, at the Borrower’s Pledgors' expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Agent, shall (i) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors to the extent such Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon any such termination, the Administrative Agent will, at the Borrower’s expense, deliver all Collateral to the Borrower, execute and deliver to the Borrower such documents as the Borrower shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Agent, shall (i) remain in full force and effect until the indefeasible payment in full in cash of, and termination of, the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations and the termination of the Issuing Bank and Commitments under the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expiredAgreement, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors successors, and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, and the Secured Parties and their respective successors, transferees, and assigns. Upon , and to the payment in full benefit of and termination of the Secured Obligations (including all Letter of Credit Obligations)be binding upon, the termination or expiration Swap Counterparties, and each of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank their respective successors and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors assigns only to the extent such Collateral shall not have been sold successors, transferees, and assigns of a Swap Counterparty is a Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Lender. Without limiting the generality of the foregoing clause, when any Lender Secured Party assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document (other than an Interest Hedge Agreement or a Hydrocarbon Hedge Agreement) to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement. Furthermore, when any Swap Counterparty assigns or otherwise transfers any interest held by it under an Interest Hedge Agreement or a Hydrocarbon Hedge Agreement to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Secured Party under this Pledge Agreement only if such Person is also then a Lender or an Affiliate of a Lender. (b) Upon the indefeasible payment in full and termination of the Secured Obligations and the termination of all Commitments under the Credit Agreement, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent will, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Agent, shall (i) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expiredSecurity Termination has occurred, (ii) be binding upon the Pledgorseach Pledgor and its successors, the Administrative Agent, the Secured Parties and their successors transferees and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties Swingline Lender, the Issuing Bank, the Lenders, and their respective successors, transferees, and assigns. Upon , and (iv) inure to the payment in full benefit of and termination of the Secured Obligations (including all Letter of Credit Obligations)be binding upon, the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank Swap Counterparties and the Lenders in respect Banking Service Providers, and each of Letters of Credit their respective successors, transferees, and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors assigns only to the extent such Collateral shall not have been sold successor, transferee or otherwise applied pursuant to the terms hereofassign is a Secured Party. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document Documents to any other Person pursuant to the terms of the Credit Agreement or such other Loan DocumentDocuments, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Notwithstanding the foregoing, when (i) any Swap Counterparty assigns or otherwise transfers any interest held by it under any Hedge Contract to any other Person pursuant to the terms of such agreement or (ii) any Banking Service Provider transfers any Banking Services Obligations to any other Person, in each case, that other Person shall thereupon become vested with all the benefits held by such Secured Party under this Pledge Agreement only if such Person is also then a Secured Party. (b) Upon the occurrence of the Security Termination, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent will, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Collateral Agent, shall (i) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders Participants in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Collateral Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Collateral Agent hereunder, to the benefit of and be binding upon, the Administrative Collateral Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender Participant assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender Participant under this Pledge Agreement. Upon any such termination, the Administrative Collateral Agent will, at the Borrower’s expense, deliver all Pledged Collateral to the Borrower, execute and deliver to the Borrower such documents as the Borrower shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (ia) other than as provided in Section 7.04(c) below, remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the indefeasible payment in full and termination in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration or cash collateralization of all Letters of Credit, Credit and the termination or expiration of all obligations of the Issuing Bank Banks and the Lenders in respect of Letters of Credit Credit, the termination of all Lender Hedging Agreements and the termination of all obligations of the Lenders in respect of Lender Hedging Agreements, and the termination or expiration of the Commitments, (b) be binding upon each Pledgor and its successors, transferees and assigns, and (c) inure, together with the security interest granted hereby shall terminate rights and all rights remedies of the Secured Party hereunder, to the Collateral shall revert benefit of and be binding upon, the Secured Party, the Issuing Banks, and the Lenders and their respective successors, transferees, and assigns, and to the Pledgors benefit of and be binding upon, the Swap Counterparties, and each of their respective successors, transferees, and assigns to the extent such Collateral shall not have been sold successors, transferees, and assigns of a Swap Counterparty is a Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Lender. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Credit Document to any other Person pursuant to the terms of the Credit Agreement or such other Loan Credit Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. (b) Upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration or cash collateralization of all Letters of Credit and the termination of all obligations of the Issuing Banks and the Lenders in respect of Letters of Credit, the termination of all Lender Hedging Agreements and the termination of all obligations of the Lenders in respect of Lender Hedging Agreements, and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent willSecured Party will promptly, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination. (c) If a cash distribution or dividend is made by the Borrower to its Equity Interest holders or any Holdco Entity that is not a Subsidiary of the Borrower to its Equity Interest Holders, in each case in compliance with the Credit Agreement, then upon delivery of such cash to the Equity Interest holders (i) the security interest granted to the Secured Party herein on such cash shall terminate and (ii) such cash shall no longer constitute Pledged Collateral for purposes of this Agreement.

Continuing Security Interest; Transfer of Interest. This Pledge -------------------------------------------------- Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders), shall (ia) remain in full force and effect until payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (iib) be binding upon the PledgorsPledgor, the Administrative Agent, the Secured Parties and their his successors and assigns, and (iiic) inure, together with the rights and remedies of the Administrative Agent Secured Party hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties Party and their its respective successors, transferees, and assigns. Secured Party, and its successors and assigns, may collaterally assign this Pledge Agreement and its rights, in whole or in part, under this Pledge Agreement to Landlord as collateral for Secured Party's obligations under the Lease, and Landlord can in turn collaterally assign the same as collateral for any credit facility secured in whole or in part by any of the Properties, and Pledgor hereby irrevocably consents and agrees to the same. Upon such collateral assignment: (i) this Pledge Agreement shall inure to the benefit of the Landlord and the lender or lenders providing such credit facility, and Pledgor shall send Landlord and such lender or lenders a copy of any notice sent by Pledgor to Secured Party under this Pledge Agreement, and Landlord and such lender or lenders shall have the right, but not the obligation to take any action of Secured Party under this Pledge Agreement and (ii) no material amendment, material modification or termination of this Pledge Agreement shall be effective or binding without the written consent of Landlord and such lender or lenders and all such actions taken without such consents shall be void. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon any such termination, the Administrative Agent Secured Party will, at the Borrower’s Pledgor's expense, deliver all Pledged Collateral to the BorrowerPledgor, execute and deliver to the Borrower Pledgor such documents as the Borrower Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders), shall (ia) remain in full force and effect until the indefeasible payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expiredother than indemnification obligations), (iib) be binding upon the PledgorsPledgor, the Administrative Agentits successors, the Secured Parties and their successors and assigns, and (iiic) inure, together with the rights and remedies of the Administrative Agent Secured Party hereunder, to the benefit of and be binding upon, the Administrative Agent, Secured Party and the Secured Parties other Noteholders and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when the Secured Party or such other Noteholder assigns or otherwise transfers any interest held by it under the Note Purchase Agreement or any other Financing Document (as defined in the Intercreditor Agreement) to any other Person pursuant to the terms of the Note Purchase Agreement or any other Financing Document (as defined in the Intercreditor Agreement) that other Person shall thereupon become vested with all the benefits held by the Secured Party or such Noteholder under this Pledge Agreement. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon any such termination, the Administrative Agent Secured Party will, at the Borrower’s Pledgor's expense, deliver all Pledged Collateral to the BorrowerPledgor, execute and deliver to the Borrower Pledgor such documents as the Borrower Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Pledge Security Agreement shall create a continuing security interest in the Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (ia) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the indefeasible payment in full and termination in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, Credit and the termination or expiration of all obligations of the Issuing Bank Lender and the Lenders in respect of Letters of Credit, the termination of all Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made or have been deemed to have to been made under Section 8.08(b) of the Credit Agreement) and the termination of all obligations of the Swap Counterparties in respect of such Hedge Contracts, and the termination or expiration of the Commitments, (b) be binding upon each Grantor and its successors, tranferees and assigns, and (c) inure, together with the security interest granted hereby shall terminate rights and all rights remedies of the Secured Party hereunder, to the Collateral shall revert benefit of and be binding upon, each Beneficiary (other than Swap Counterparties) and each of its successors, transferees, and assigns, and to the Pledgors benefit of and be binding upon, the Swap Counterparties and each successor, transferee, and assign of the Swap Counterparties to the extent such Collateral shall not have been sold successor, transferee, and assign is a Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Lender. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Security Agreement. Upon any such termination, the Administrative Agent will, at the Borrower’s expense, deliver all Collateral to the Borrower, execute and deliver to the Borrower such documents as the Borrower shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (i) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the indefeasible payment in full and termination in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, Credit and the termination or expiration of all obligations of the Issuing Bank Lender and the Lenders in respect of Letters of Credit, the termination of all Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made or have been deemed to have to been made under Section 8.08(b) of the Credit Agreement) and the termination of all obligations of the Swap Counterparties in respect of such Hedge Contracts, and the termination or expiration of the Commitments, (ii) be binding upon each Pledgor and its successors, transferees and assigns, and (iii) inure, together with the security interest granted hereby shall terminate rights and all rights remedies of the Secured Party hereunder, to the Collateral shall revert benefit of and be binding upon, each Beneficiary (other than the Swap Counterparties) and each of its successors, transferees, and assigns, and to the Pledgors benefit of and be binding upon, the Swap Counterparties and each successor, transferee, and assign of the Swap Counterparties to the extent such Collateral shall not have been sold successor, transferee, and assign is a Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Lender. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. (b) Upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and the termination of all obligations of the Issuing Lender and the Lenders in respect of Letters of Credit, the termination of all Hedge Contracts with the Swap Counterparties (other than Hedge Contracts with any Swap Counterparty with respect to which other arrangements satisfactory to the Swap Counterparty and the Borrower have been made or have been deemed to have to been made under Section 8.08(b) of the Credit Agreement) and the termination of all obligations of the Swap Counterparties in respect of such Hedge Contracts, and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent Secured Party will, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Second Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (i) remain in full force and effect until payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the PledgorsPledgor, Secured Party, the Administrative Agent, the Secured Parties Lenders and their successors successors, and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent Secured Party hereunder, to the benefit of and be binding upon, the Administrative AgentSecured Party, the Secured Parties Lenders and their respective successors, transferees, and assigns. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Subordinated Credit Agreement or other Subordinated Loan Document to any other Person pursuant to the terms of the Subordinated Credit Agreement or other Subordinated Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Second Pledge Agreement. Upon any such termination, the Administrative Agent Secured Party will, at the Borrower’s Pledgor's expense, deliver all Pledged Collateral to the BorrowerPledgor, execute and deliver to the Borrower Pledgor such documents as the Borrower Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Collateral Agent, shall (i) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are have been fully satisfiedand finally paid and discharged in full, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Participants in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Collateral Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of and be binding upon, the Collateral Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the indefeasible payment in full of the Secured Obligations (including all Letter of Credit Obligations), all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender Secured Party assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement. Upon any such termination, the Administrative Collateral Agent will, at the Borrower’s expense, deliver all Pledged Collateral to the Borrower, execute and deliver to the Borrower such documents as the Borrower shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Agent, shall (i) remain in full force and effect until the all Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all other than obligations of the Issuing Bank and the Lenders in respect of Letters of Credit any Hedging Arrangement) have been paid in full and all Commitments have terminated or expired and in accordance with the Commitments have terminated or expiredterms of the Credit Agreement, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the payment such time as all Secured Obligations (other than obligations in respect of any Hedging Arrangement) have been paid in full and termination all Commitments have terminated or expired in accordance with the terms of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the CommitmentsAgreement, the security interest granted hereby shall terminate and and, subject to the terms of the Intercreditor Agreement, all rights to the Pledged Collateral shall revert to the Pledgors to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender Secured Party assigns or otherwise transfers any interest held by it under the Credit Agreement or any other Loan Credit Document to any other Person pursuant to the terms of the Credit Agreement or such other Loan Credit Document, that such other Person shall thereupon become vested with all the benefits held by such Lender Secured Party under this Pledge Agreement. Upon any such termination, the Administrative Agent will, at the Borrower’s Pledgors’ expense, subject to the terms of the Intercreditor Agreement, deliver all Pledged Collateral to the BorrowerPledgors, execute and deliver to the Borrower Pledgors such documents as the Borrower Pledgors shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (ia) other than as provided in Section 7.04(c) below, remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the indefeasible payment in full and termination in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, Credit and the termination or expiration of all obligations of the Issuing Bank Banks and the Lenders in respect of Letters of Credit Credit, the termination of all Lender Hedging Agreements and the termination of all obligations of the Lenders in respect of Lender Hedging Agreements, and the termination or expiration of the Commitments, (b) be binding upon each Pledgor and its successors, transferees and assigns, and (c) inure, together with the security interest granted hereby shall terminate rights and all rights remedies of the Secured Party hereunder, to the Collateral shall revert benefit of and be binding upon, the Secured Party, the Issuing Banks, and the Lenders and their respective successors, transferees, and assigns, and to the Pledgors benefit of and be binding upon, the Swap Counterparties, and each of their respective successors, transferees, and assigns to the extent such Collateral shall not have been sold successors, transferees, and assigns of a Swap Counterparty is a Lender or otherwise applied pursuant to the terms hereofan Affiliate of a Lender. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Credit Document to any other Person pursuant to the terms of the Credit Agreement or such other Loan Credit Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. (b) Upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and the termination of all obligations of the Issuing Banks and the Lenders in respect of Letters of Credit, the termination of all Lender Hedging Agreements and the termination of all obligations of the Lenders in respect of Lender Hedging Agreements, and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Administrative Agent willSecured Party will promptly, at the Borrower’s Pledgors’ expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination. (c) If a cash distribution or dividend is made by the Borrower to its Equity Interest holders in compliance with the Credit Agreement, then upon delivery of such cash to the Equity Interest holders (i) the security interest granted to the Secured Party herein on such cash shall terminate and (ii) such cash shall no longer constitute Pledged Collateral for purposes of this Agreement.

Continuing Security Interest; Transfer of Interest. This Pledge Agreement constitutes for all purposes an amendment to the Original Security Agreement and not a new or substitute agreement or a novation of the Original Security Agreement. This Security Agreement shall continue the security interests created by the Original Security Agreement and to the extent not so continued create a continuing security interest in the Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders), shall (ia) remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations payment in full and termination of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expiredSecured Obligations, (iib) be binding upon the PledgorsPledgor, the Administrative Agentits successors, the Secured Parties and their successors and assigns, and (iiic) inure, together with the rights and remedies of the Administrative Agent Secured Party hereunder, to the benefit of and be binding upon, the Administrative AgentSecured Party, the Secured Parties Lenders, any Lender XXX Providers and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, (a) when the Secured Party or any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Credit Document to any other Person pursuant to the terms of the Credit Agreement or other Credit Document, that other Person shall thereupon become vested with all the benefits held by the Secured Party or such Lender under this Security Agreement and (b) when any Lender XXX Provider assigns or otherwise transfers any interest held by it under the Lender Interest Rate Agreement to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Lender XXX Provider under this Security Agreement. Upon the payment in full and termination of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit, the termination or expiration of all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors Pledgor to the extent such Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon any such termination, the Administrative Agent Secured Party will, at the BorrowerPledgor’s expense, deliver all Collateral to the BorrowerPledgor, execute and deliver to the Borrower Pledgor such documents as the Borrower Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination.

Continuing Security Interest; Transfer of Interest. (a) This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and, subject in each case to the terms and conditions under the Intercreditor Agreement and unless expressly released by the Administrative Agent (at the direction of the requisite Lenders)Secured Party, shall (ia) other than as provided in Section 7.04(c) below, remain in full force and effect until the Secured Obligations (including all Letter of Credit Obligations) are fully satisfied, all Letters of Credit have terminated or expired, all obligations of the Issuing Bank and the Lenders in respect of Letters of Credit have terminated or expired and the Commitments have terminated or expired, (ii) be binding upon the Pledgors, the Administrative Agent, the Secured Parties and their successors and assigns, and (iii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of and be binding upon, the Administrative Agent, the Secured Parties and their respective successors, transferees, and assigns. Upon the indefeasible payment in full and termination in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and the termination of all obligations of the Issuing Banks and the Banks in respect of Letters of Credit, and the termination or expiration of the Commitments, (b) be binding upon each Pledgor and its successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be binding upon, the Secured Party, the Issuing Banks, and the Banks and their respective successors, transferees, and assigns, and to the benefit of and be binding upon, the Swap Counterparties, and each of their respective successors, transferees, and assigns to the extent such successors, transferees, and assigns of a Swap Counterparty is a Bank or an Affiliate of a Bank. Without limiting the generality of the foregoing clause, when any Bank assigns or otherwise transfers any interest held by it under the Credit Agreement or other Credit Document to any other Person pursuant to the terms of the Credit Agreement or such other Credit Document, that other Person shall thereupon become vested with all the benefits held by such Bank under this Pledge Agreement. (b) Upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and the termination of all obligations of the Issuing Bank Banks and the Lenders Banks in respect of Letters of Credit Credit, and the termination or expiration of the Commitments, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgors applicable Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Without limiting the generality of the foregoing clause, when any Lender assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Lender under this Pledge Agreement. Upon any such termination, the Administrative Agent willSecured Party will promptly, at the Borrower’s Pledgors' expense, deliver all Pledged Collateral to the Borrowerapplicable Pledgor, execute and deliver to the Borrower applicable Pledgor such documents as the Borrower such Pledgor shall reasonably request in writing and take any other actions reasonably requested to evidence or effect such termination. (c) If a cash distribution or dividend is made by the Borrower to its Equity Interest holders in compliance with the Credit Agreement, then upon delivery of such cash to the Equity Interest holders (i) the security interest granted to the Secured Party herein on such cash shall terminate and (ii) such cash shall no longer constitute Pledged Collateral for purposes of this Agreement.