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 pledge of and security interest in the Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements); (b) be binding upon the Pledgor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Party. Without limiting the foregoing CLAUSE (c), any Lender, Holder or Holder of Additional Senior Indebtedness may assign or otherwise transfer (in whole or in part) any Loan (as defined in the Credit Agreements) or securities representing any Public Debt Security held by it or instruments evidencing any Additional Senior Indebtedness 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 such (i) Lender under any Loan Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of SECTION 10.06 of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt Securities. Upon the earlier to occur of (i) payment in full of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust Agreement, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Collateral Agent will, at the Pledgor's sole expense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Notes, together with all other Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Note. This Pledge ---------------------------------------------- and Security Agreement shall create a continuing pledge of and security interest in the Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full or other satisfaction in full of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements)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 Collateral Agent hereunder, inure to the benefit of the Collateral Agent and each other Secured Partybe binding upon Pledgee and its successors and assigns. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness Pledgee may assign or otherwise transfer (in whole or in part) any of the Loan (as defined in the Credit Agreements) or securities representing any Public Debt Security held by it or instruments evidencing any Additional Senior Indebtedness Documents held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights benefits and benefits subject to all of the obligations thereafter accruing in respect thereof granted to such (i) Lender under any Loan Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement, subject, however, to any contrary provisions in otherwise; provided that no such assignment or transfer, and shall relieve Pledgee of any obligation thereunder accruing prior to the provisions of SECTION 10.06 of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt Securitiessuch assignment. Upon the earlier to occur of (i) payment or other satisfaction in full of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementObligations, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such terminationtermination (whether in whole or in part), the Collateral Agent Pledgee will, at the Pledgor's sole expense, 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 all Pledged NotesInterests, together with all other Collateral then held by the Collateral Agent 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.

Continuing Security Interest; Transfer of Note. This Pledge Agreement shall create a continuing pledge of and security interest in the Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full in cash of all Secured Obligations Obligations, the termination or expiration of all Letters of Credit, the termination of all Swap Contracts to which a Secured Party is a party and the termination of all Commitments (as defined in the Credit Agreements);Commitments, (b) be binding upon the Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and each other Secured Party. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness Lender may assign or otherwise transfer (in whole or in part) any Note or Loan (as defined in the Credit Agreements) or securities representing any Public Debt Security held by it or instruments evidencing any Additional Senior Indebtedness 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 such (i) Lender under any Loan Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of SECTION Section 10.06 of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt SecuritiesAgreement. Upon the earlier to occur of (i) payment in full in cash of all Secured Obligations Obligations, the termination or expiration of all Letters of Credit, the termination of all Swap Contracts with any Secured Party and the termination of all Commitments (as defined in the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementCommitments, the security interest interests granted herein shall automatically terminate and with respect to all rights to the Collateral shall revert to the PledgorCollateral. Upon any such sale, transfer, disposition or termination, the Collateral Administrative Agent will, at the Pledgor's ’s sole expense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged NotesMembership Interests, together with all other Collateral held by the Collateral Administrative Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Note. This Pledge Agreement shall create a continuing pledge of and security interest in the Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements)Obligations; (b) be binding upon the Pledgor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Collateral Agent Lender hereunder, to the benefit of the Collateral Agent and each other Secured PartyLender. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness the Lender may assign or ---------- otherwise transfer (in whole or in part) any Loan (as defined in the Credit Agreements) or securities representing any Public Debt Security held by it or instruments evidencing any Additional Senior Indebtedness Note 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 such (i) the Lender under any Loan Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of SECTION 10.06 of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt Securities. Upon the earlier to occur of (i) payment in full of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementObligations, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Collateral Agent Lender will, at the sole expense of the Pledgor's sole expense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all the Pledged NotesShares 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 Collateral Agent 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 pledge of and security interest in the Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full in cash of all Secured Obligations and the expiration or termination of all Commitments (as defined in the Credit Agreements);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 Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Lender Party. Without limiting the foregoing CLAUSE clause (c), any LenderLender may, Holder or Holder of Additional Senior Indebtedness may to the extent permitted under the Credit Agreement, assign or otherwise transfer (in whole or in part) any Loan (as defined in the Note or Credit Agreements) or securities representing any Public Debt Security Extension held by it or instruments evidencing any Additional Senior Indebtedness held by it 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 such (i) Lender under any Loan Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case 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 Section 11.11 and Article X of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt SecuritiesAgreement. Upon the earlier to occur of (i) payment in full in cash of all Secured Obligations and the expiration or termination of all Commitments (as defined in the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementCommitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such terminationtermination or release, the Collateral Agent will, at the Pledgor's sole expense, 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 all Pledged NotesInterests, together with all other Collateral held by the Collateral Agent hereunder, and (ii) in the case of any such release, all Collateral held by the Agent for which the security interest granted hereunder is so released, and in each case, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such terminationtermination or release.

Continuing Security Interest; Transfer of Note. This Pledge Agreement shall create a continuing pledge of and security interest in the Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full in cash of all Secured Obligations and the expiration or termination of all Commitments (as defined in the Credit Agreements);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 Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and each other Secured Lender Party. Without limiting the foregoing CLAUSE clause (c), any LenderLender may, Holder or Holder of Additional Senior Indebtedness may to the extent permitted under the Credit Agreement, assign or otherwise transfer (in whole or in part) any Loan (as defined in the Note or Credit Agreements) or securities representing any Public Debt Security Extension held by it or instruments evidencing any Additional Senior Indebtedness held by it 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 such (i) Lender under any Loan Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case 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 Section 11.11 and Article X of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt SecuritiesAgreement. Upon the earlier to occur of (i) payment in full in cash of all Secured Obligations and the expiration or termination of all Commitments (as defined in the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementCommitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such terminationtermination or release, the Collateral Administrative Agent will, at the Pledgor's sole expense, 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 all Pledged NotesInterests, together with all other Collateral held by the Collateral Administrative Agent hereunder, and (ii) in the case of any such release, all Collateral held by the Administrative Agent for which the security interest granted hereunder is so released, and in each case, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such terminationtermination or release.

Continuing Security Interest; Transfer of Note. This Pledge Agreement shall create a continuing pledge of and security interest in the Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full of all Secured Obligations and the termination of all Commitments (as defined in the contractual obligations of any Creditor under any Credit Agreements);Document to extend credit of any nature to Borrower, (b) be binding upon the Pledgor Pledgors and its their respective successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, inure to the benefit of the Collateral Agent Agent, the Creditors and each other Secured Partytheir respective successors, transferees, and assigns. Without limiting the foregoing CLAUSE clause (c), pursuant to the terms of the Credit Documents, any LenderCreditor may assign, Holder or Holder of Additional Senior Indebtedness may assign or otherwise transfer (in whole or in part) any Loan (as defined in its ratable portion of the Credit Agreements) or securities representing any Public Debt Security Secured Obligations held by it or instruments evidencing any Additional Senior Indebtedness held by it them 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 such (i) Lender Creditor under any Loan Credit Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement, subject, however, to any contrary provisions in such assignment ) or transfer, and to the provisions of SECTION 10.06 of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt Securitiesotherwise. Upon the earlier to occur of (i) payment in full of all the Secured Obligations and the termination of all Commitments (as defined in the contractual obligations of all Creditors under any Credit Agreements) or (ii) the termination Document to extend Credit of this Pledge Agreement pursuant any nature to SECTION 6.9 of the Trust AgreementBorrower, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the respective Pledgor. Upon any such termination, the Collateral Agent will, at the Pledgor's Pledgors' sole expense, deliver to the respective Pledgor, without any representations, representations or warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged NotesUnits and all Pledged Notes of such Pledgor, together with all other Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgor respective Pledgor, at such Pledgor's sole expense, such documents as the such Pledgor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Note. This Pledge ---------------------------------------------- Agreement has created and shall create a continuing pledge of and security interest in all of the Pledged Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until the later of the termination of the Loan Agreement or payment in full in cash of the Term Loan Notes and all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements)other Lender 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 Collateral Agent hereunder, inure to the benefit of the Collateral Agent Secured Parties and each other Secured Partytheir successors, transferees and assigns. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness Secured Party may assign or ---------- otherwise transfer (in whole or in part) any Term Loan (as defined in the Credit Agreements) Note, or securities representing any Public Debt Security held by it or instruments evidencing any Additional Senior Indebtedness other Lender Obligations held by it to any other Person or entityentity in accordance with the terms of the Loan Agreement, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such (i) Lender under any Loan Document (as defined in the Credit Agreements), (ii) Holder under the Indenture this Agreement or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of SECTION 10.06 of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt Securitiesotherwise. Upon the earlier later to occur of (i) the termination of the Loan Agreement or the payment in full in cash of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 each of the Trust AgreementTerm Loan Notes and all other Lender Obligations, the security interest granted herein by any Pledgor shall 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 Collateral Agent will, at the sole expense of each Pledgor's sole expense, deliver to the such Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all the Pledged NotesShares, together with all other Pledged Collateral held by the Collateral Agent hereunder, and will execute and deliver to the each Pledgor such documents as the such Pledgor shall reasonably request to evidence such termination.

Continuing Security Interest; Transfer of Note. This Pledge Agreement shall create a continuing pledge of and security interest in the Pledged Collateral and, subject to Section 4.1 of the Collateral Trust Agreement and the other Secured Debt Documents, shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full of all Secured Obligations and the termination or expiration of all Commitments (as defined in commitments to extend credit under all Credit Facilities, the Credit Agreements);Indebtedness under which constitutes Priority Lien Debt, (b) be binding upon the Pledgor Company and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Collateral Agent Trustee hereunder, to the benefit of the Collateral Agent Trustee and each other Secured Party. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness Secured Party may assign or otherwise transfer (in whole or in part) any Loan (as defined in right or obligation under the Credit Agreements) or securities representing any Public Secured Debt Security held by it or instruments evidencing any Additional Senior Indebtedness held by it Documents 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 such (i) Lender Secured Party under any Loan Secured Debt Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the applicable provisions of SECTION 10.06 each of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Secured Debt SecuritiesDocuments. Upon the earlier to occur of (i) payment in full and discharge of all Secured Obligations that are then outstanding, due and payable and the termination or expiration of all Commitments (as defined in commitments to extend credit under all Credit Facilities, the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementIndebtedness under which constitutes Priority Lien Debt, the security interest granted herein shall terminate and all rights to the Pledged Collateral shall revert to the PledgorCompany. Upon any such terminationtermination or any release of the Lien provided for hereunder in accordance with the Secured Debt Documents, the Collateral Agent Trustee will, at the PledgorCompany's sole expense, deliver to the PledgorCompany, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Notes, together with all other Pledged Collateral held by the Collateral Agent Trustee hereunder, and execute and deliver to the Pledgor Company such documents as the Pledgor Company shall reasonably request to evidence such terminationtermination or release. It is understood and agreed that (i) the Company may convert the Indebtedness underlying the Pledged Notes to equity and, upon the conversion to equity of all Indebtedness from a Pledged Note Issuer to the Company, the promissory note of such Pledged Note Issuer shall be released from the Security Documents and cancelled and (ii) the Company may substitute new non-recourse secured promissory notes for promissory notes previously pledged to the Collateral Trustee.

Continuing Security Interest; Transfer of Note. This Pledge Agreement shall create a continuing pledge of and security interest in the Pledged Collateral and, subject to Section 4.1 of the Collateral Trust Agreement and the other Secured Debt Documents, shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full of all Secured Obligations and the termination or expiration of all Commitments (as defined in commitments to extend credit under all Credit Facilities the Credit Agreements);Indebtedness under which constitutes Priority Lien Debt, (b) be binding upon the Pledgor Company and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Collateral Agent Trustee hereunder, to the benefit of the Collateral Agent Trustee and each other Secured Party. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness Secured Party may assign or otherwise transfer (in whole or in part) any Loan (as defined in right or obligation under the Credit Agreements) or securities representing any Public Secured Debt Security held by it or instruments evidencing any Additional Senior Indebtedness held by it Documents 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 such (i) Lender Secured Party under any Loan Secured Debt Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the applicable provisions of SECTION 10.06 each of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Secured Debt SecuritiesDocuments. Upon the earlier to occur of (i) payment in full and discharge of all Secured Obligations that are then outstanding, due and payable and the termination or expiration of all Commitments (as defined in commitments to extend credit under all Credit Facilities, the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementIndebtedness under which constitutes Priority Lien Debt, the security interest granted herein shall terminate and all rights to the Pledged Collateral shall revert to the PledgorCompany. Upon any such terminationtermination or release of the Lien provided for hereunder in accordance with the Secured Debt Documents, the Collateral Agent Trustee will, at the PledgorCompany's sole expense, deliver to the PledgorCompany, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged NotesInterests, together with all other Pledged Collateral held by the Collateral Agent Trustee hereunder, and execute and deliver to the Pledgor Company such documents as the Pledgor Company shall reasonably request to evidence such terminationtermination or release.

Continuing Security Interest; Transfer of Note. This Pledge Agreement shall create a continuing pledge of and security interest in the Pledged Collateral and, subject to Section 4.1 of the Collateral Trust Agreement and the other Secured Debt Documents, shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full of all Secured Obligations and the termination or expiration of all Commitments (as defined in commitments to extend credit under all Credit Facilities, the Credit Agreements);Indebtedness under which constitutes Priority Lien Debt, (b) be binding upon the each Pledgor and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Collateral Agent Trustee hereunder, to the benefit of the Collateral Agent Trustee and each other Secured Party. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness Secured Party may assign or otherwise transfer (in whole or in part) any Loan (as defined in right or obligation under the Credit Agreements) or securities representing any Public Secured Debt Security held by it or instruments evidencing any Additional Senior Indebtedness held by it Documents 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 such (i) Lender Secured Party under any Loan Secured Debt Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the applicable provisions of SECTION 10.06 each of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Secured Debt SecuritiesDocuments. Upon the earlier to occur of (i) payment in full and discharge of all Secured Obligations that are then outstanding, due and payable and the termination or expiration of all Commitments (as defined in commitments to extend credit under all Credit Facilities, the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementIndebtedness under which constitutes Priority Lien Debt, the security interest granted herein shall terminate and all rights to the Pledged Collateral shall revert to the PledgorPledgors. Upon any such terminationtermination or any release of the Lien provided for hereunder in accordance with the Secured Debt Documents, the Collateral Agent Trustee will, at the Pledgor's Pledgors' sole expense, deliver to the PledgorPledgors, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged NotesShares, together with all other Pledged Collateral held by the Collateral Agent Trustee hereunder, and execute and deliver to the each Pledgor such documents as the Pledgor Pledgors shall reasonably request to evidence such terminationtermination or release.

Continuing Security Interest; Transfer of Note. This Pledge Agreement shall create a continuing pledge of and security interest in the Pledged Collateral and, subject to Section 4.1 of the Collateral Trust Agreement and the other Secured Debt Documents, shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full of all Secured Obligations and the termination or expiration of all Commitments (as defined in commitments to extend credit under all Credit Facilities the Credit Agreements);Indebtedness under which constitutes Priority Lien Debt, (b) be binding upon the Pledgor Company and its successors, transferees and assigns; , and (c) inure, together with the rights and remedies of the Collateral Agent Trustee hereunder, to the benefit of the Collateral Agent Trustee and each other Secured Party. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness Secured Party may assign or otherwise transfer (in whole or in part) any Loan (as defined in right or obligation under the Credit Agreements) or securities representing any Public Secured Debt Security held by it or instruments evidencing any Additional Senior Indebtedness held by it Documents 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 such (i) Lender Secured Party under any Loan Secured Debt Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the applicable provisions of SECTION 10.06 each of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Secured Debt SecuritiesDocuments. Upon the earlier to occur of (i) payment in full and discharge of all Secured Obligations that are then outstanding, due and payable and the termination or expiration of all Commitments (as defined in commitments to extend credit under all Credit Facilities the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementIndebtedness under which constitutes Priority Lien Debt, the security interest granted herein shall terminate and all rights to the Pledged Collateral shall revert to the PledgorCompany. Upon any such terminationtermination or release of the Lien provided for hereunder in accordance with the Secured Debt Documents, the Collateral Agent Trustee will, at the PledgorCompany's sole expense, deliver to the PledgorCompany, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged NotesShares, together with all other Pledged Collateral held by the Collateral Agent Trustee hereunder, and execute and deliver to the Pledgor Company such documents as the Pledgor Company shall reasonably request to evidence such terminationtermination or release.

Continuing Security Interest; Transfer of Note. This Pledge ---------------------------------------------- Agreement shall create a continuing pledge of and security interest in the Collateral and shall: (a) Subject to SECTION 7.7 of this Pledge Agreement, remain in full force and effect until payment in full of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements)Obligations; (b) be binding upon the Pledgor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Collateral Agent Lender hereunder, to the benefit of the Collateral Agent and each other Secured PartyLender. Without limiting the foregoing CLAUSE clause (c), any Lender, Holder or Holder of Additional Senior Indebtedness the Lender may assign or otherwise ---------- transfer (in whole or in part) any Loan (as defined in the Credit Agreements) or securities representing any Public Debt Security held by it or instruments evidencing any Additional Senior Indebtedness Note 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 such (i) the Lender under any Loan Document (as defined in the Credit Agreements), (ii) Holder under the Indenture or (iii) Holder of Additional Senior Indebtedness, in each case including this Pledge Agreement, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of SECTION 10.06 of the Credit Agreement with respect to the Lenders and SECTION 2.07 of the Indenture with respect to the Holders of Public Debt Securities. Upon the earlier to occur of (i) payment in full of all Secured Obligations and the termination of all Commitments (as defined in the Credit Agreements) or (ii) the termination of this Pledge Agreement pursuant to SECTION 6.9 of the Trust AgreementObligations, the security interest granted herein shall automatically terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Collateral Agent Lender will, at the sole expense of the Pledgor's sole expense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all the Pledged NotesShares 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 Collateral Agent 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.