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

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations; (b) be binding upon the Pledgor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Lender hereunder, to the benefit of the Lender. Without limiting the foregoing clause (c), the Lender may assign or otherwise transfer (in whole or in part) the Note held by it to any other person or entity, and such other person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer. Upon the payment in full of all Secured Obligations, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender will, at the sole expense of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the Pledged Shares of the Pledgor with respect to which the security interest herein has terminated, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Commitments, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Collateral Agent hereunder, to the benefit of the LenderCollateral Agent and each other Lender Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) the any Note or Loan held by it to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 8.8 of the Credit Agreements and Article VII of the Credit Agreements. Upon the payment in full of all Secured ObligationsObligations and the termination of all Commitments, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender Collateral Agent will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Collateral Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full in cash of all Secured Obligations;Obligations and the termination of the Commitment, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender hereunder, to the benefit of the Lender. Without limiting the foregoing clause (c), the Lender may assign or otherwise transfer (in whole or in part) the Note Notes or the Loans held by it to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XI of the Credit Agreement. Upon (i) the sale, transfer or other disposition of Collateral in compliance with Section 3.1(b) of the Credit Agreement or (ii) the payment in full in cash of all Secured Obligations, and the termination of the Commitments, the security interest granted herein shall automatically terminate and with respect to (x) such Collateral (in the case of clause (i)) or (y) all rights to Collateral (in the Collateral shall revert to the Pledgorcase of clause (ii)). Upon any such termination, the Lender will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall shall (a) create a continuing security interest in the Collateral and shall:Collateral; (ab) remain in full force and effect until payment in full of all Secured Obligations; (bc) be binding upon Pledgor, its successors and assigns; provided that Pledgor may not assign any of its rights or obligations hereunder without the Pledgor prior written consent of the Secured Party; and (d) inure to the benefit of the Secured Party and its their respective successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Lender hereunder, to the benefit of the Lender. Without limiting the foregoing clause (c)foregoing, the Lender any holder may assign or otherwise transfer (in whole or in part) the Note any other obligation, held by it to any other person or entityperson, in accordance with the terms of the Purchase Agreement, and such other person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to herein, in the Lender under this Pledge Agreement, subject, however, to any contrary provisions in such assignment other Loan Documents or transferotherwise. Upon the payment in full of all the Secured Obligations, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender Secured Party will, at the sole expense of the Pledgor's expense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Secured Party hereunder, and execute and deliver to the Pledgor (without recourse or representation whatsoever), at Pledgor's expense, such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Revolving Commitments and Letters of Credit, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Agent hereunder, to the benefit of the LenderAgent and each other Lender Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) the any Note or Loan held by it to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 of the Credit Agreement. Upon the payment in full of all Secured ObligationsObligations and the termination of all Revolving Commitments and Letters of Credit , the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender Agent will, at the Pledgor’s sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedand all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Revolving Commitments and Letters of Credit, (b) be binding upon the each Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Agent hereunder, to the benefit of the LenderAgent and each other Lender Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) the any Note or Loan held by it to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 of the Credit Agreement. Upon the payment in full of all Secured ObligationsObligations and the termination of all Revolving Commitments and Letters of Credit , the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender Agent will, at the relevant Pledgor’s sole expense of the Pledgorexpense, deliver to the relevant Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedand all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and execute and deliver to the relevant Pledgor such documents as the relevant Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full in cash of all Secured Obligations;, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, (b) be binding upon the each Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Administrative Agent hereunder, to the benefit of the Lender. Without limiting the foregoing clause Administrative Agent and each other Secured Party. (c), the Lender may assign or otherwise transfer (in whole or in parti) the Note held by it to any sale, transfer or other person disposition of Collateral in accordance with the Credit Agreement or entity, and such other person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer. Upon (ii) the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, the security interest interests granted herein shall automatically terminate and with respect to (x) such Collateral (in the case of clause (i)) or (y) all rights to Collateral (in the Collateral shall revert to the Pledgorcase of clause (ii)). Upon any such sale, transfer, disposition or termination, the Lender Administrative Agent will, at the such Pledgor's sole expense of the Pledgorexpense, deliver to the such Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedand all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Administrative Agent hereunder, and execute and deliver to the such Pledgor such documents as the such Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement has created and shall create a continuing security interest in all of the Pledged Collateral and shall: (a) remain in full force and effect until the later of the termination of all of the Commitments or payment in full in cash of all Secured each of the Obligations; (b) be binding upon each Pledgor, and the Pledgor and its successors, transferees and assignsassigns of each Pledgor (provided that no Pledgor may assign any of its obligations hereunder without the prior written consent of the Agent); and (c) inure, together with the rights and remedies of the Lender hereunder, inure to the benefit of the LenderSecured Parties and their successors, transferees and assigns. Without limiting the foregoing clause (c), the Lender any Secured Party may assign or otherwise transfer (in whole or in part) the Note any Note, Loan or other Obligation held by it to any other person Person or entityentity in accordance with the terms of the Credit Agreement, and such other person or entity Person shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under in this Pledge Agreement, subject, however, to any contrary provisions in such assignment Agreement or transferotherwise. Upon the later to occur of the termination of all of the Commitments or the payment in full in cash of all Secured each of the Obligations, the security interest granted herein by any Pledgor shall automatically terminate and all rights to the Pledged Collateral of such Pledgor shall revert to the such Pledgor. Upon any such terminationtermination of security interests, the Lender Agent will, at the sole expense of the each Pledgor, deliver to the such Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, together with all other Pledged Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and will execute and deliver to the each Pledgor such documents as the such Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and subject to Section 8.1.9 of the Credit Agreement shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Commitments, (b) be binding upon the Pledgor Borrower and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Agent hereunder, to the benefit of the LenderAgent and each other Lender Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) any right or obligation under the Note held by it Loan Documents to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 of each of the Credit Agreements. Upon the indefeasible payment in full full, in cash, of all Secured ObligationsObligations and the termination of all Commitments, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the PledgorBorrower. Upon any such termination, the Lender Agent will, at the Borrower's sole expense of the Pledgorexpense, deliver to the PledgorBorrower, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and execute and deliver to the Pledgor Borrower such documents as the Pledgor Borrower shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge and Security Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full or other satisfaction in full of all Secured Obligations; (b) inure to the benefit of and be binding upon the Pledgor and its successors, transferees successors and assigns; and (c) inure, together with the rights and remedies of the Lender hereunder, inure to the benefit of the Lenderand be binding upon Pledgee and its successors and assigns. Without limiting the foregoing clause (c), the Lender Pledgee may assign or otherwise transfer (in whole or in part) any of the Note Loan Documents held by it to any other person or entityPerson, and such other person or entity Person shall thereupon become vested with all the rights benefits and benefits subject to all of the obligations thereafter accruing in respect thereof granted to the Lender under this Pledge Agreement, subject, however, to any contrary provisions in Loan Document or otherwise; provided that no such assignment or transfershall relieve Pledgee of any obligation thereunder accruing prior to such assignment. Upon the payment or other satisfaction in full of all Secured Obligations, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such terminationtermination (whether in whole or in part), the Lender Pledgee will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representationsall documents, warranties or recourse of any kind whatsoeverchattel paper, all certificates agreements, certificates, notes and instruments representing representing, constituting, or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedInterests, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is then held by the Lender Pledgee hereunder, and execute and deliver to the Pledgor Pledgor, at Pledgor's sole expense, such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full in cash of all Secured Obligations;Obligations and the expiration or termination of all Commitments, (b) be binding upon the Pledgor and its successors, transferees and assigns; , provided that the Pledgor shall not assign any of its rights or obligations under this Agreement without the consent of all the Lenders, and (c) inure, together with the rights and remedies of the Lender Agent hereunder, to the benefit of the LenderAgent and each other Lender Party. Without limiting the foregoing clause CLAUSE (cC), any Lender may, to the Lender may extent permitted under the Credit Agreement, assign or otherwise transfer (in whole or in part) the any Note or Credit Extension held by it it, to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article X of the Credit Agreement. Upon the payment in full in cash of all Secured ObligationsObligations and the expiration or termination of all Commitments, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such terminationtermination or release, the Lender Agent will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, (i) in the case of such termination, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedInterests, together with all other Collateral held by the Agent hereunder, and (ii) in the case of any such release, all Collateral held by the Pledgor with respect to Agent for which the security interest herein has terminated which granted hereunder is held by the Lender hereunderso released, and in each case, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state termination or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Sharesrelease.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full in cash of all Secured Obligations;Obligations and the expiration or termination of all Commitments, (b) be binding upon the each Pledgor and its successors, transferees and assigns; , provided that none of the Pledgors shall assign any of its rights or obligations under this Agreement without the consent of all the Lenders, and (c) inure, together with the rights and remedies of the Lender Administrative Agent hereunder, to the benefit of the LenderAdministrative Agent and each other Lender Party. Without limiting the foregoing clause (c), any Lender may, to the Lender may extent permitted under the Credit Agreement, assign or otherwise transfer (in whole or in part) the any Note or Credit Extension held by it it, to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article X of the Credit Agreement. Upon the payment in full in cash of all Secured ObligationsObligations and the expiration or termination of all Commitments, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the PledgorPledgors. Upon any such terminationtermination or release, the Lender Administrative Agent will, at the sole expense of the PledgorPledgors' joint and several expense, deliver to the such Pledgor, without any representations, warranties or recourse of any kind whatsoever, (i) in the case of such termination, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedInterests, together with all other Collateral held by the Administrative Agent hereunder, and (ii) in the case of any such release, all Collateral held by the Pledgor with respect to Administrative Agent for which the security interest herein has terminated which granted hereunder is held by the Lender hereunderso released, and in each case, execute and deliver to the such Pledgor such documents as the such Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state termination or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Sharesrelease.

Continuing Security Interest; Transfer of Note. This Pledge ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations;, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Agent hereunder, to the benefit of the LenderAgent and each Other Lender Party. Without limiting the foregoing clause c1ause (c), the ) any Lender may assign or otherwise ---------- transfer (in whole or in part) the any Note or Loan held by it to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.11 and Article IX of each Credit Agreement. Upon the final payment in full of all Secured Obligations, the security interest granted herein shall automatically terminate and all rights to the Collateral collateral shall revert to the Pledgor. Upon any such termination, the Lender Agent will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, and all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Commitments, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender hereunder, inure to the benefit of the LenderAgent, the Lenders and their respective successors, transferees, and assigns. Without limiting the foregoing clause (c), pursuant to the Lender terms of the Credit Agreement, the Lenders may assign assign, or otherwise transfer (in whole or in part) their ratable portion of the Note Notes or any Loan held by it them to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender Lenders under any Loan Document (including this Pledge Agreement, subject, however, to any contrary provisions in such assignment ) or transferotherwise. Upon the payment in full of all the Secured ObligationsObligations and the termination of each Lender's Commitment, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender Agent will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, representations or warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedand all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and execute and deliver to the Pledgor Pledgor, at the Pledgor's sole expense, such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Commitments, (b) be binding upon the each Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Agent hereunder, to the benefit of the LenderAgent and each other Lender Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) any right or obligation under the Note held by it Loan Documents to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 of each of the Credit Agreements. Upon the indefeasible payment in full full, in cash, of all Secured ObligationsObligations and the termination of all Commitments, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the PledgorPledgors. Upon any such termination, the Lender Agent will, at the Borrower's sole expense of the Pledgorexpense, deliver to the PledgorBorrower, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and execute and deliver to the each Pledgor such documents as the Pledgor Pledgors shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and subject to Section 8.1.9 of the Credit Agreement shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Commitments, (b) be binding upon the Pledgor Borrower and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Agent hereunder, to the benefit of the LenderAgent and each other Lender Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) any right or obligation under the Note held by it Loan Documents to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 of each of the Credit Agreements. Upon the indefeasible payment in full full, in cash, of all Secured ObligationsObligations and the termination of all Commitments, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the PledgorBorrower. Upon any such termination, the Lender Agent will, at the Borrower's sole expense of the Pledgorexpense, deliver to the PledgorBorrower, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedInterests, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and execute and deliver to the Pledgor Borrower such documents as the Pledgor Borrower shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full in immediately available funds of all Secured Obligations;, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Administrative Agent hereunder, to the benefit of the LenderAdministrative Agent and each other Secured Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) the any Note or Loan held by it to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.11 and Article IX of the Credit Agreement. Upon (i) the sale, transfer or other disposition of Collateral in accordance with the Credit Agreement or (ii) the payment in full of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, the security interest granted herein shall automatically terminate and with respect to (x) such Collateral (in the case of clause (i)) or (y) all rights to Collateral (in the Collateral shall revert to the Pledgorcase of clause (ii)). Upon any such termination, the Lender Administrative Agent will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedand all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Administrative Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full in cash of all Secured Obligations;, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Administrative Agent hereunder, to the benefit of the LenderAdministrative Agent and each other Secured Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in partin (i) the Note held by it to any sale, transfer or other person disposition of Collateral in accordance with the Credit Agreement or entity, and such other person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer. Upon (ii) the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, the security interest interests granted herein shall automatically terminate and with respect to (x) such Collateral (in the case of clause (i)) or (y) all rights to Collateral (in the Collateral shall revert to the Pledgorcase of clause (ii)). Upon any such sale, transfer, disposition or termination, the Lender Administrative Agent will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedand all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Administrative Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement has created and shall create a continuing security interest in all of the Pledged Collateral and shall: (a) remain in full force and effect until the later of the termination of all of the Commitments or payment in full in cash of all Secured each of the Obligations; (b) be binding upon the Pledgor Pledgor, and its the successors, transferees and assignsassigns of the Pledgor (provided that no Pledgor may assign any of its obligations hereunder without the prior written consent of the Agent); and (c) inure, together with the rights and remedies of the Lender hereunder, inure to the benefit of the LenderSecured Parties and their successors, transferees and assigns. Without limiting the foregoing clause (c), the Lender any Secured Party may assign or otherwise transfer (in whole or in part) the Note any Note, Loan or other Obligation held by it to any other person Person or entityentity in accordance with the terms of the Credit Agreement, and such other person or entity Person shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under in this Pledge Agreement, subject, however, to any contrary provisions in such assignment Agreement or transferotherwise. Upon the later to occur of the termination of all of the Commitments or the payment in full in cash of all Secured each of the Obligations, the security interest granted herein by the Pledgor shall automatically terminate and all rights to the Pledged Collateral of the Pledgor shall revert to the Pledgor. Upon any such terminationtermination of security interests, the Lender Agent will, at the sole expense of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedUnits, together with all other Pledged Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and will execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Commitments, (b) be binding upon the each Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Administrative Agent hereunder, to the benefit of the LenderAdministrative Agent and each other Lender Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) the any Note or Loan held by it to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.06 of the Credit Agreement and Article IX of the Credit Agreement. Upon the indefeasible payment in full of all Secured ObligationsObligations and the termination or expiration of all Commitments, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the PledgorPledgors. Upon any such terminationpayment and termination or expiration, the Lender Administrative Agent will, at the Pledgors’ sole expense of the Pledgorexpense, deliver to the PledgorPledgors, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, all Pledged Interests and all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Administrative Agent hereunder, and execute and deliver to the Pledgor Pledgors such documents as the Pledgor Pledgors shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and subject to Section 8.1.9 of the Credit Agreement shall: (a) remain in full force and effect until payment in full of all Secured Obligations;Obligations and the termination of all Commitments, (b) be binding upon the Pledgor Borrower and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Agent hereunder, to the benefit of the LenderAgent and each other Lender Party. Without limiting the foregoing clause (c), the any Lender may assign or otherwise transfer (in whole or in part) any right or obligation under the Note held by it Loan Documents to any other person Person or entity, and such other person Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 of each of the Credit Agreements. Upon the indefeasible payment in full full, in cash, of all Secured ObligationsObligations and the termination of all Commitments, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the PledgorBorrower. Upon any such termination, the Lender Agent will, at the Borrower's sole expense of the Pledgorexpense, deliver to the PledgorBorrower, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedProperty, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agent hereunder, and execute and deliver to the Pledgor Borrower such documents as the Pledgor Borrower shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full of all Secured Obligations; (b) be binding upon the Pledgor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Lender hereunder, to the benefit of the Lender. Without limiting the foregoing clause (c), the Lender may assign or otherwise transfer (in whole or in part) the Note held by it to any other person or entity, and such other person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer. Upon the payment in full of all Secured Obligations, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender will, at the sole expense of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the Pledged Shares of the Pledgor with respect to which the security interest herein has terminated, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: shall (a) remain in full force and effect until payment in full in cash of all Secured Obligations; , the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, (b) be binding upon the Pledgor and its successors, transferees and assigns; and , and (c) inure, together with the rights and remedies of the Lender Agents hereunder, to the benefit of the LenderAgents and each other Secured Party. Without limiting the foregoing clause CLAUSE (cC), the any Lender may assign or otherwise transfer (in whole or in part) the any Note or Loan held by it to any other person Person or entity, and such 6 (i) the sale, transfer or other person disposition of Collateral in accordance with the Credit Agreement or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer. Upon (ii) the payment in full in cash of or cash collateralization in full of all Secured Obligations, the termination, expiration or cash collateralization of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, the security interest interests granted herein shall automatically terminate with respect to (x) such Collateral (in the case of clause (i)) and all rights to such Collateral shall revert to the Pledgor or (y) all Collateral (in the case of clause (ii)) and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender Agents will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedShares, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agents hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.

Continuing Security Interest; Transfer of Note. This ---------------------------------------------- Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until payment in full in cash of or cash collateralization in full of all Secured Obligations;, the termination or expiration or cash collateralization of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Lender Agents hereunder, to the benefit of the Lender. Without limiting the foregoing clause Agents and each other Secured Party. (c), the Lender may assign or otherwise transfer (in whole or in parti) the Note held by it to any sale, transfer or other person disposition of Collateral in accordance with the Credit Agreement or entity, and such other person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer. Upon (ii) the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements entered into pursuant to the Credit Agreement and the termination of all Commitments, the security interest granted herein shall automatically terminate with respect to (x) such Collateral (in the case of CLAUSE (i)) and all rights to such Collateral shall revert to the Pledgor or (y) all Collateral (in the case of CLAUSE (ii)) and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Lender Agents will, at the Pledgor's sole expense of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing the all Pledged Shares of the Pledgor with respect to which the security interest herein has terminatedand all Pledged Notes, together with all other Collateral of the Pledgor with respect to which the security interest herein has terminated which is held by the Lender Agents hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Notwithstanding anything to the contrary herein, the security interest granted herein in any Pledged Shares shall not terminate with respect to such Pledged Shares, and the Pledged Shares shall continue to be held by the Lender, until the Pledgor has satisfied its obligation to pay to the Lender any applicable federal, state or local income taxes or other amounts required by law to be withheld by the Lender with respect to such Pledged Shares.