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

Continuing Security Interest; Transfer of Notes. This Security 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 and the termination of all Commitments, (b) be binding upon the Grantor, 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 generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall shall (ai) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (bii) be binding upon the GrantorPledgor, its successors, transferees successors and assigns, and and (ciii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured PartyParty and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), (A) but subject to the provisions of subsection 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Loans held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Lender under Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any Loan Document holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (including this Security Agreementor its representative) as a Secured Party herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security 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 Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, (b) be binding upon the Grantor, 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 generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article XIII X of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Collateral Administrative Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of Section 7.2.9 of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Administrative Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security 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 of all Letters of Credit, the termination or expiration of all Letters of Credit Rate Protection Agreements and the termination of all Commitments, (b) be binding upon the each Grantor, 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 generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article XIII X of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the such Grantor. Upon any such termination, the Collateral Administrative Agent will, at the such Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security ----------------------------------------------- Agreement shall create a continuing security interest in the Pledged Collateral and shall shall (a) remain in full force and effect until the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the GrantorPledgor, its successors, transferees successors and assigns, and and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and each other Secured Partyits successors, transferees and assigns. Without limiting the generality gener ality of the foregoing clause (c), any Lender Holder may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Notes held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Holders herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, the security interest granted herein hereby shall terminate and all rights to the Pledged Collateral shall revert to the GrantorPledgor. Upon any such termination, the Collateral Agent termination Secured Party will, at the GrantorPledgor's sole expense, execute and deliver to the Grantor Pledgor such documents as the Grantor Pledgor shall reasonably request to evidence such termination. Upon any sale termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold or other transfer of Collateral permitted by otherwise applied pursuant to the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such releasehereof.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) shall remain in full force and effect until payment all the Secured Obligations under the Loan Documents (other than unasserted contingent indemnification obligations) have been paid in full in cash (or, in the case of all Secured Obligations, the termination or expiration of all Letters Letter of Credit Outstandings not then due and owing, have been cash collateralized or back-stopped by another letter of credit, in each case in an amount equal to 103% of such Letter of Credit Outstandings, on terms, pursuant to documentation and, in the termination of all Commitments, (b) be binding upon the Grantor, its successors, transferees and assigns, and (c) inure, together with the rights and remedies case of the Collateral Agent hereunderback-stop letter of credit, from a financial institution, all in form and substance reasonably satisfactory to the benefit of the Collateral Administrative Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c)applicable L/C Issuer) and all Commitments shall have irrevocably terminated, any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, at which time the security interest granted herein shall automatically terminate and all rights to the Collateral shall automatically revert to the Grantors. In the event that any part of the Collateral is sold, transferred or disposed of in connection with a sale, transfer or disposition permitted under the Credit Agreement (other than a sale, transfer or disposition to a Grantor) the security interest granted herein shall automatically terminate with respect to such Collateral and all rights therein shall automatically revert to the applicable Grantor or Grantors. Upon any such termination, the Collateral Administrative Agent will, at the each Grantor's ’s sole expense, deliver to such Grantor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Equity Interests and all Pledged Notes, together with all other Collateral held by the Administrative Agent hereunder, and execute and deliver to the such Grantor such documents or instruments as the such Grantor shall reasonably request to evidence such termination. Upon any sale termination or release (including the execution and delivery of appropriate U.C.C.-3 termination statements and other transfer releases as may be reasonably necessary and appropriate to effect the release and shall authorize the filing, as applicable, of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor all such documents as the Grantor shall reasonably request to evidence such releaseor instruments).

Continuing Security Interest; Transfer of Notes. This Security Partnership 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 and the termination of all Commitments,; (b) be binding upon the each Grantor, its their respective successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Parties hereunder, to the benefit of the Collateral Agent and each other Secured PartyParties. Without limiting the generality of the foregoing clause (c), any Lender Secured Party may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Secured Obligation 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 Lender Secured Party under any Loan Document Secured Obligation (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit Credit, the termination of all Commitments and the termination of all Commitmentsthe FII Guaranty, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the respective Grantor. Upon any such termination, the Collateral Agent will, at the each Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the each Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) shall remain in full force and effect until the payment in full in cash of all Secured ObligationsObligations (other than contingent obligations not yet due and payable), the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the each Grantor, its successors, transferees successors and assigns, and (c) and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause (c)foregoing, but subject to the terms of the Indenture, any Lender Securityholder may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Notes held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Securityholders herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit Obligations (other than contingent obligations not yet due and the termination of all Commitmentspayable), the security interest granted herein hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the GrantorGrantors. Upon any such termination, termination the Collateral Agent willshall, at the Grantor's sole Grantors’ expense, execute and deliver to the Grantor Grantors or otherwise authorize the filing of such documents as the Grantor Grantors shall reasonably request request, including financing statement amendments to evidence such termination. Upon any sale or other transfer disposition of Collateral property permitted by the terms of the Credit AgreementIndenture, the security interest created hereunder in such Liens granted herein and/or under the other Collateral (but not in the proceeds thereof) Documents shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent willshall, at the applicable Grantor's sole ’s expense, execute and deliver to or otherwise authorize the Grantor filing of such documents as the such Grantor shall reasonably request request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security 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 Obligationsthe Termination Date, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the Grantor, each Grantor and its successors, transferees and assigns, and and (c) inure, together with the rights and remedies of the Collateral Agent Lender hereunder, to the benefit of the Collateral Agent Lender and each other Secured Partyits respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any the Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension held by it to any other Person or entitythe Note, and such other Person any successor or entity assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted to such the Lender under any Loan Document (including this Security Agreement) , or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all CommitmentsTermination Date, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such terminationpayment and termination or expiration, the Collateral Agent Lender will, at the Grantor's Grantors’ sole expense, deliver or cause to be delivered to each applicable Grantor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Notes, Pledged Shares and Pledged Interests, together with all other Collateral held by the Lender or the First Lien Administrative Agent, as the Lender’s bailee in accordance with the Intercreditor Agreement, hereunder, and execute and deliver to the any Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon If at any sale time all or any part of any payment theretofore applied by the Lender to any of the Secured Obligations is or must be rescinded or returned by the Lender for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, reorganization or other transfer similar proceeding of Collateral permitted by the terms any Grantor or any other Person), such Secured Obligations shall, for purposes of the Credit this Security Agreement, to the security interest created hereunder in extent that such Collateral (but not in the proceeds thereof) shall payment is or must be rescinded or returned, be deemed to have continued to be automatically released in existence, notwithstanding any application by the Lender or any termination agreement or release provided to any Grantor, and the Collateral Agent willthis Security Agreement shall continue to be effective or reinstated, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor case may be, as to such Secured Obligations, all as though such application by the Lender had not been made. This Section 2.3 shall reasonably request to evidence such release.survive the Termination Date. 8 Pledge and Security Agreement and Irrevocable Proxy

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) shall remain in full force and effect until payment all the Secured Obligations under the Loan Documents (other than unasserted contingent indemnification obligations) have been paid in full in cash (or, in the case of all Secured Obligations, the termination or expiration of all Letters Letter of Credit Outstandings not then due and owing, have been cash collateralized or back-stopped by another letter of credit, in each case in an amount equal to 103% of such Letter of Credit Outstandings, on terms, pursuant to documentation and, in the termination of all Commitments, (b) be binding upon the Grantor, its successors, transferees and assigns, and (c) inure, together with the rights and remedies case of the Collateral Agent hereunderback-stop letter of credit, from a financial institution, all in form and substance reasonably satisfactory to the benefit of the Collateral Administrative Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c)applicable L/C Issuer) and all Commitments shall have irrevocably terminated, any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, at which time the security interest granted herein shall automatically terminate and all rights to the Collateral shall automatically revert to the Grantors. In the event that any part of the Collateral is sold, transferred or disposed of in connection with a sale, transfer or disposition permitted under the Credit Agreement (other than a sale, transfer or disposition to a Grantor) the security interest granted herein shall automatically terminate with respect to such Collateral and all rights therein shall automatically revert to the applicable Grantor or Grantors. Upon any such terminationtermination or release, the Collateral Administrative Agent will, at the each Grantor's ’s sole expenseexpense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to the such Grantor such documents or instruments as the such Grantor shall reasonably request to evidence such termination. Upon any sale termination or release (including the execution and delivery of appropriate U.C.C.-3 termination statements and other transfer releases as may be reasonably necessary and appropriate to effect the release) and shall authorize the filing, as applicable, of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor all such documents as the Grantor shall reasonably request to evidence such releaseor instruments.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a1) remain in full force and effect until payment in full in cash, or cash collateralization, 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, (b2) be binding upon the Grantor, its successors, transferees and assigns, and (c3) 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 generality of the foregoing clause CLAUSE (cC), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Extensions 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 12.11 and Article XIII XI of the Credit Agreement. Upon the payment in full in cash, or cash collateralization, 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 and all related Liens shall terminate and all rights to the Collateral shall revert to the Grantor. Upon any such terminationtermination or release, the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of Credit Agreement (including in connection with, and at the Credit Agreementtime specified in documentation related to, any Permitted Receivables Transaction), the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and all rights to such Collateral shall revert to the Collateral Grantor and the Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit Obligations and the expiration or termination of all Commitments, (b) be binding upon the each Grantor, 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 Lender Party. Without limiting the generality of the foregoing clause (c), any Lender may may, to the extent permitted pursuant to Section 11.11.1 of the Credit Agreement, assign or otherwise transfer (in whole or in part) any Note or Credit Extension Loan 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article XIII X of the Credit Agreement. Upon the indefeasible payment in cash in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit Obligations and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the GrantorGrantors. Upon any such terminationtermination of Collateral, the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.each

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Pledged Collateral and shall shall (a) remain in full force and effect until the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the GrantorPledgor, its successors, transferees successors and assigns, and and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and each other Secured Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), but subject to the provisions of subsection 2.06 of the Indenture, any Lender Holder may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Notes held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Holders herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, the security interest granted herein hereby shall terminate and all rights to the Pledged Collateral shall revert to the GrantorPledgor. Upon any such termination, the Collateral Agent termination Secured Party will, at the GrantorPledgor's sole expense, execute and deliver to the Grantor Pledgor such documents as the Grantor Pledgor shall reasonably request to evidence such termination. Upon any sale termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold or other transfer of Collateral permitted by otherwise applied pursuant to the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such releasehereof.

Continuing Security Interest; Transfer of Notes. 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 in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the each Grantor, 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 generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit AgreementAgent. Upon the payment in full in cash of all Secured Obligations, Obligations (but subject to the termination or expiration terms of all Letters of Credit and the termination of all CommitmentsIntercreditor Agreement), the security interest granted herein shall terminate and all rights to the Collateral shall revert to the such Grantor. Upon any such termination, the Collateral Agent will, at the such Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale (i) the sale, transfer or other transfer disposition of Collateral permitted by in accordance with Section 4.16 of the Indenture or (ii) the payment in full of all Secured Obligations, but in each case subject to the terms of the Credit Intercreditor Agreement, the security interest created hereunder in interests granted herein shall automatically terminate with respect to (x) such Collateral (but not in the proceeds thereofcase of CLAUSE (i)) shall be deemed to be automatically released and or (y) all Collateral (in the case of CLAUSE (ii)). Upon any such sale, transfer, disposition or termination, the Collateral Agent will, at the such Grantor's sole expense, deliver to such Grantor, without any representations, warranties or recourse of any kind whatsoever, all applicable certificated Securities, together with all other applicable Collateral held by the Collateral Agent hereunder, and execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such releasetermination (including such documents as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any applicable Motor Vehicle).

Continuing Security Interest; Transfer of Notes. This Security and 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 Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, (b) be binding upon the each Grantor, 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 generality of the foregoing clause CLAUSE (ca)(iii), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security and 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 XIII X of the Credit Agreement. Upon (i) the sale, transfer or other disposition of Collateral in accordance with Section 7.2.11 of the Credit Agreement or (ii) the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit 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 (A)) or (B) all rights to Collateral (in the Collateral shall revert to the Grantorcase of CLAUSE (B)). Upon any such sale, transfer, disposition or termination, the Collateral Administrative Agent will, at the such Grantor's sole expense, deliver to such Grantor, without any representations, warranties or recourse of any kind whatsoever, all applicable certificated Securities and all applicable Intercompany Notes, together with all other applicable Collateral held by the Administrative Agent hereunder, and execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral termination (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor including such documents as the such Grantor shall reasonably request to evidence such releaseremove the notation of the Administrative Agent as lienholder on any certificate of title for any applicable Motor Vehicle).

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral Payment Deposit and shall shall (a) remain in full force and effect until the payment in full of the Secured Obligations or the time at which the condition set forth in cash of all Secured ObligationsSection 2(d) shall have been satisfied, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the GrantorCompany and Valhi, its successors, transferees successors and assigns, and 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 Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), but subject to the provisions of Section 13.2 of the Note Purchase Agreements, any Lender holder of a Note may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Notes held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Collateral Agent herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, Obligations the security interest granted herein hereby shall terminate and all rights to the Collateral Payment Deposit shall revert to the GrantorCompany or Valhi, as applicable. Upon any such termination, the termination Collateral Agent will, at the GrantorCompany's sole or Valhi's expense, execute and deliver to the Grantor Company or Valhi such documents as the Grantor Company or Valhi shall reasonably request to evidence such termination. Upon any sale termination and Company and/or Valhi, as applicable, shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Collateral Agent, of such of the Payment Deposit as shall not have been sold or other transfer of Collateral permitted by otherwise applied pursuant to the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such releasehereof. COLLATERAL AGENT AS AGENT.

Continuing Security Interest; Transfer of Notes. This Security 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 and the termination of all Commitments, (b) be binding upon the each Grantor, 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 generality of the foregoing clause (c), any Lender Holder may assign or otherwise transfer (in whole or in part) any Note or Credit Extension held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Holder under any Loan Related Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII Sections 2.15 and 2.16 of the Credit AgreementIndenture. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the such Grantor. Upon any such termination, the Collateral Agent will, at the such Grantor's ’s sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale (i) the sale, transfer or other transfer disposition of Collateral permitted by the terms in accordance with Section 4.11 of the Credit AgreementIndenture or (ii) the payment in full in cash of all Secured Obligations, the security interest created hereunder in interests granted herein shall automatically terminate with respect to (x) such Collateral (but not in the proceeds thereofcase of clause (i)) shall be deemed to be automatically released and or (y) all Collateral (in the case of clause (ii)). Upon any such sale, transfer, disposition or termination, the Collateral Agent will, at the such Grantor's ’s sole expense, deliver to such Grantor, without any representations, warranties or recourse of any kind whatsoever, all applicable Instruments, together with all other applicable Collateral held by the Collateral Agent hereunder, and execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such releasetermination (including such documents as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any applicable Motor Vehicle with a fair market value in excess of $50,000).

Continuing Security Interest; Transfer of Notes. This Security Partnership 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 and the termination of all Commitments,; (b) be binding upon the each Grantor, its their respective successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Parties hereunder, to the benefit of the Collateral Agent and each other Secured PartyParties. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the respective Grantor. Upon any such termination, the Collateral Agent will, at the each Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the each Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. 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 in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the each Grantor, 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 generality of the foregoing clause (c), any Lender Holder may assign or otherwise transfer (in whole or in part) any Note or Credit Extension held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Holder under any Loan Related Document (including this Pledge and Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII Sections 2.14 and 2.15 of the Credit AgreementIndenture. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the such Grantor. Upon any such termination, the Collateral Agent will, at the such Grantor's ’s sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale (i) the sale, transfer or other transfer disposition of Collateral permitted by the terms in accordance with Section 4.15 of the Credit AgreementIndenture or (ii) the payment in full in cash of all Secured Obligations, the security interest created hereunder in interests granted herein shall automatically terminate with respect to (x) such Collateral (but not in the proceeds thereofcase of clause (i)) shall be deemed to be automatically released and or (y) all Collateral (in the case of clause (ii)). Upon any such sale, transfer, disposition or termination, the Collateral Agent will, at the such Grantor's ’s sole expense, deliver to such Grantor, without any representations, warranties or recourse of any kind whatsoever, all applicable certificated securities and all applicable Intercompany Notes, together with all other applicable Collateral held by the Collateral Agent hereunder, and execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such releasetermination (including such documents as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any applicable Motor Vehicle).

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall shall (a) remain in full force and effect until the indefeasible payment in full in cash of all the Secured Obligations, Obligations and the termination cancellation or expiration of all outstanding Pledgor Letters of Credit and the termination any remaining obligations to issue Pledgor Letters of all Commitments, Credit, (b) be binding upon the GrantorPledgor, its successors, transferees successors and assigns, and and (c) inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral each of Administrative Agent and each the other Secured PartyParties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), but subject to the provisions of subsections 9.2 and 9.17 of the Credit Agreement, any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Notes held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Lenders herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the indefeasible payment in full in cash of all Secured Obligations, Obligations and the termination cancellation or expiration of all outstanding Pledgor Letters of Credit and the termination any remaining obligations to issue Pledgor Letters of all CommitmentsCredit, the security interest granted herein hereby shall terminate and all rights to the Collateral shall revert to the GrantorPledgor. Upon any such termination, the Collateral termination Administrative Agent will, at the GrantorPledgor's sole expense, execute and deliver to the Grantor Pledgor such documents as the Grantor Pledgor shall reasonably request to evidence such termination. Upon any sale termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Administrative Agent, of such of the Collateral as shall not have been sold or other transfer of Collateral permitted by otherwise applied pursuant to the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such releasehereof.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) shall remain in full force and effect until the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the each Grantor, its successors, transferees successors and assigns, and (c) and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Partyits successors, transferees and assigns. Without limiting the generality of the foregoing clause (c)foregoing, but subject to the terms of the Indenture, any Lender Secured Party may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Notes held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Secured Party herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (i) the security interest granted herein hereby shall automatically terminate hereunder and of record and (ii) all rights to the Collateral shall revert to the GrantorGrantors. Upon any such termination, termination the Collateral Agent willshall, at the Grantor's sole Grantors’ expense, execute and deliver to the Grantor Grantors or otherwise authorize the filing of such documents as the Grantor Grantors shall reasonably request request, including UCC financing statement amendments to evidence such termination. Upon any sale disposition or other transfer release of Collateral permitted by pursuant to the terms of the Credit AgreementIndenture, the security interest created hereunder in Liens granted herein upon such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent willshall, at the applicable Grantor's sole ’s expense, execute and deliver to or otherwise authorize the Grantor filing of such documents as the such Grantor shall reasonably request request, in form and substance reasonably satisfactory to the Collateral Agent, including UCC financing statement amendments to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security 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 and the termination of all Commitments, (b) be binding upon the Grantor, 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 generality of the foregoing clause (c), any Lender Secured Party may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Secured Obligation 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 Lender Secured Party under any Loan Document Secured Obligation (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security 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 and the termination of all Commitments, (b) be binding upon the each Grantor, 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 generality of the foregoing clause (c), any Lender Noteholder may assign or otherwise transfer (in whole or in part) any Note or Credit Extension 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 Lender Noteholder under any Loan Note Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit AgreementIndenture. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the such Grantor. Upon any such termination, the Collateral Agent Trustee will, at the such Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of Section 413 of the Credit AgreementIndenture, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent Trustee will, at the such Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security 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 and the termination of all Commitments, (b) be binding upon the each Grantor, its successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Collateral Facility Agent hereunder, to the benefit of the Collateral Facility Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Loan 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.11 and Article XIII IX of the Credit Agreement. Upon the payment in full in cash 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 all rights to the Collateral shall revert to the such Grantor. Upon any such termination, the Collateral Facility Agent will, at the such Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of Section 7.2.10 of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Facility Agent will, at the such Grantor's sole expense, execute and deliver to the such Grantor such documents as the such Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall shall (a) remain in full force and effect until the indefeasible payment in full in cash of all the Secured Obligations, the cancellation or termination of the Revolving Loan Commitments and the cancellation or expiration of all outstanding Domestic Letters of Credit and the termination of all Commitments, Credit, (b) be binding upon the GrantorPledgor, its successors, transferees successors and assigns, and and (c) inure, together with the rights and remedies of the Administrative Agent and Collateral Agent hereunder, to the benefit of each of Administrative Agent, Collateral Agent, Lenders and the Collateral Agent and each other Secured PartyParties and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), but subject to the provisions of subsections 9.2 and 9.17 of the Credit Agreement, any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Notes held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Lenders herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the indefeasible payment in full in cash of all Secured Obligations, the cancellation or termination of the Revolving Loan Commitments and the cancellation or expiration of all outstanding Domestic Letters of Credit and the termination of all CommitmentsCredit, the security interest granted herein hereby shall terminate and all rights to the Collateral shall revert to the GrantorPledgor. Upon any such termination, the termination Administrative Agent and Collateral Agent will, at the GrantorPledgor's sole expense, execute and deliver to the Grantor Pledgor such documents as the Grantor Pledgor shall reasonably request to evidence such termination. Upon any sale termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Administrative Agent or other transfer Collateral Agent, of such of the Collateral permitted by as shall not have been sold or otherwise applied pursuant to the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such releasehereof.

Continuing Security Interest; Transfer of Notes. This Security Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall shall (ai) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (bii) be binding upon the GrantorPledgor, its successors, transferees successors and assigns, and and (ciii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured PartyParty and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), (A) but subject to the provisions of subsection 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Loans held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Lender under Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any Loan Document holder of the Existing Holdings Senior Notes or Permitted Secured Debt may assign or otherwise transfer the Existing Holdings Senior Notes or Permitted Secured Debt to any other Person in accordance with the applicable Existing Holdings Senior Notes Indenture or Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (including this Security Agreementor its representative) as a Secured Party herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral and shall shall (ai) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, (bii) be binding upon the GrantorPledgor, its successors, transferees successors and assigns, and and (ciii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured PartyParty and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), (A) but subject to the provisions of Section 12.8 of the Credit Agreement, any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Loans held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or any Affiliate of any other Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Lender under Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (C) any Loan Document holder of Permitted Secured Debt may assign or otherwise transfer the Permitted Secured Debt to any other Person in accordance with the applicable Permitted Secured Debt Documents and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such holder (including this Security Agreementor its representative) as a Secured Party herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash 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 terminate and all rights to the Collateral shall revert to the Grantor. Upon any such termination, the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) shall remain in full force and effect until payment in full in cash the Discharge of all Secured Obligations, the termination or expiration of all Letters of Credit Parity Lien Obligations and the termination of all Commitments, (b) shall be binding upon the each Grantor, its successors, transferees successors and permitted assigns, and (c) and inure, together with the rights and remedies of the Parity Lien Collateral Agent Trustee hereunder, to the benefit of the Parity Lien Collateral Agent Trustee and each other Secured Partyits successors, transferees and permitted assigns. Without limiting the generality of the foregoing clause (c)foregoing, but subject to the terms of the Indenture and any other applicable Parity Lien Document, any Lender Secured Party may assign or otherwise transfer (in whole or in part) any Note or Credit Extension Parity Lien Obligations held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Secured Parties herein or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreement. Upon the payment in full in cash Discharge of all Secured Parity Lien Obligations, the termination or expiration of all Letters of Credit and the termination of all Commitments, the security interest granted herein hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors or to whomsoever may be lawfully entitled to receive the Grantorsame (in accordance with the Collateral Trust Agreement, any applicable intercreditor agreement or otherwise). Upon any such termination, termination the Parity Lien Collateral Agent willTrustee shall, at the Grantor's sole Grantors’ expense, execute and deliver to Grantors or otherwise authorize the Grantor filing of such documents as the Grantor Grantors shall reasonably request request, including financing statement amendments or terminations, account control termination letters, and any other such documents to evidence such termination. Upon any sale or All other transfer releases of Collateral permitted by shall be made in accordance with the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released Trust Agreement and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such releaseany applicable intercreditor agreement.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) shall remain in full force and effect until the payment in full in cash of all Secured ObligationsObligations (other than contingent indemnity obligations not then due and payable), the termination or expiration of all Letters of Credit and the termination of all Commitments, (b) be binding upon the each Grantor, its successors, transferees successors and permitted assigns, and (c) and 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 generality of the foregoing clause (c)its successors, any Lender may assign or otherwise transfer (in whole or in part) any Note or Credit Extension held by it to any other Person or entity, permitted transferees and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII of the Credit Agreementpermitted assigns. Upon the payment in full in cash of all Secured Obligations, Obligations (other than contingent indemnity obligations not then due and payable) and to the termination or expiration extent otherwise contemplated by Section 11.8 of all Letters of Credit and the termination of all CommitmentsIndenture, the security interest granted herein shall hereby shall, subject to Section 11.6 hereof and the terms of the Indenture, automatically terminate hereunder and of record and all rights to the Collateral shall revert to the GrantorGrantors. Upon any such termination, termination the Collateral Agent willshall, at the Grantor's sole Grantors’ expense, execute and deliver to Grantors or otherwise authorize the Grantor filing of such documents as the Grantor Grantors shall reasonably request request, including financing statement amendments to evidence such termination. Upon any sale or other transfer disposition of Collateral property permitted by the terms of the Credit AgreementIndenture (other than any such disposition to another Grantor), the security interest created hereunder in such Collateral (but not in the proceeds thereof) Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent willshall, at the Grantor's sole ’s expense, execute and deliver to or otherwise authorize the Grantor filing of such documents as the Grantor Grantors shall reasonably request request, including financing statement amendments to evidence such release.

Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit Obligations and the expiration or termination of all Commitments, (b) be binding upon the each Grantor, 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 Lender Party. Without limiting the generality of the foregoing clause CLAUSE (cC), any Lender may may, to the extent permitted pursuant to Section 11.11.1 of the Credit Agreement, assign or otherwise transfer (in whole or in part) any Note or Credit Extension Loan 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 Lender under any Loan Document (including this Security Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article XIII X of the Credit Agreement. Upon the indefeasible payment in cash in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit Obligations and the termination of all Commitments, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the GrantorGrantors. Upon any such terminationtermination of Collateral, the Collateral Agent will, at the each Grantor's sole expense, execute and deliver to the Grantor such Grantor, without any representations, warranties or recourse of any kind whatsoever, such documents as the such Grantor shall reasonably request to evidence such termination. Upon any sale or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such release.

Continuing Security Interest; Transfer of Notes. (a) This Security Agreement shall create a continuing security interest in the Pledged Collateral and shall shall (ai) remain in full force and effect until payment in full in cash of all Secured Obligationsthe Security Termination, the termination or expiration of all Letters of Credit and the termination of all Commitments, (bii) be binding upon the GrantorPledgor, its successors, transferees successors and assigns, and and (ciii) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of Secured Party and its successors, transferees and assigns. Pledgor shall not transfer any interest in the Pledged Collateral Agent and each other without the written consent of Secured Party, and in no case shall any such transfer take place unless the transferee shall agree to be bound by the terms and provisions of this Agreement, and shall have executed and delivered a counterpart to this Agreement, together with appropriate schedules. The failure of Pledgor or any transferee of Pledgor to comply with the requirements of this Section 14(a) shall in no way impair the security interest of Secured Party with respect to any Pledged Collateral or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. (b) Without limiting the generality of the foregoing clause (ciii) of Section 14(a), but subject to the provisions of Section 9.1 of the Note Purchase Agreement, any Lender Note Holder may assign or otherwise transfer (in whole or in partany Note(s) any Note or Credit Extension held by it to any other Person or entityPerson, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Security Agreement) Secured Party herein or otherwise. (c) Following the permitted transfer or assignment of any Note(s), subject, however, Note Holders may appoint any Agent pursuant to any contrary provisions in such assignment or transfer, and to the provisions of Article XIII Section 9.20 of the Credit Agreement. Note Purchase Agreement to act on their behalf under this Agreement and each of the other Note Documents, including for purposes of perfecting or holding any security interests in Pledged Collateral and enforcing any rights or remedies with respect thereto. (d) Upon the payment in full in cash of all Secured Obligations, the termination or expiration of all Letters of Credit and the termination of all CommitmentsSecurity Termination, the security interest granted herein hereby shall terminate and all rights to the Pledged Collateral shall revert to the GrantorPledgor. Upon any such termination, the Collateral Agent Secured Party will, at the Grantor's sole Pledgor’s expense, execute and deliver to the Grantor Pledgor such documents as the Grantor it shall reasonably request to evidence such termination. Upon termination without representation and warranty of any sale kind, express or other transfer of Collateral permitted by the terms of the Credit Agreement, the security interest created hereunder in such Collateral (but not in the proceeds thereof) shall be deemed to be automatically released and the Collateral Agent will, at the Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence such releaseimplied.