Common use of Continuing Security Interest Clause in Contracts

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor and its successors, transferees and assigns, and (d) inure, together with the rights and remedies of the Custodian hereunder, to the benefit of the Pledgee. Upon Termination, the security interest granted herein shall terminate and all rights, if any, to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunder.

Continuing Security Interest. This Pledge Agreement shall create creates a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until the termination of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; (ib) (x) the Pledgee notifies the Custodian in writing be binding upon Grantor, its successors and assigns, provided that the Pledgor has either (A) paid the Equity Balance or (B) performed all Grantor may not assign any of its Obligations in full, rights or obligations under this Agreement without the prior written consent of the Banks; and (yc) the Pledgor has paid all of its obligations inure to the Custodian in full pursuant benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee any other Person in accordance with the terms hereof (each a "Termination")and provisions of Section 10.07 of the Credit Agreement, Securities Pledge Agreement (c) and to the extent of such assignment or transfer such Person shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise to the Loan Agent or the Banks, as the case may be. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and payment in full of the Obligations and all amounts owing to the Bank Collateral Agent, Grantor shall be binding entitled to the return, upon its request and at its expense, of such of the Pledgor Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. At any time and its successorsfrom time to time prior to such termination of the security interests, transferees and assigns, and (d) inure, together the Bank Collateral Agent may release any of the Collateral with the rights and remedies prior written consent of the Custodian hereunder, to Loan Agent and the benefit Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the Pledgee. Upon Terminationsecurity interests or release of Collateral, the security interest granted herein shall terminate and all rights, if any, to the Bank Collateral shall revert to the Pledgor. Upon Termination, the Custodian Agent will, at the sole expense of the PledgorGrantor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor Grantor such documents as the Pledgor Grantor shall reasonably request to evidence the Terminationtermination of the security interests or the release of such Collateral, whereupon as the Custodian case may be. To the extent that the Bank Collateral Agent, the Loan Agent or any Bank receives any payment on account of the Obligations, or any proceeds of Collateral are applied on account of the Obligations, and any such payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, subordinated, required to be repaid to a trustee, receiver or any other person or entity under any bankruptcy act, state or federal law, common law or equitable cause, or recovered from the Bank Collateral Agent, the Loan Agent or any Bank for any other reason, then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be automatically released revived and discharged from its obligations hereundercontinue in full force and effect, as if such payment or proceeds had not been received by the Bank Collateral Agent, the Loan Agent or any Bank and applied on account of the Obligations, and the security interests shall continue to secure such Obligations, and all rights of Grantor in the Collateral shall be subject to such security interests.

Continuing Security Interest. (a) This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) shall remain in full force and effect until the full and final payment of all Secured Obligations (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor other than contingent indemnification obligations as to which no claim has either (A) paid the Equity Balance or (B) performed all of its Obligations in fullbeen asserted), and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor each Grantor, its successors and its successors, transferees assigns and assigns, and (d) inure, together with the rights and remedies of the Custodian Security Agent hereunder, to the benefit of the PledgeeSecurity Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Indenture, any Holder may assign or otherwise transfer any Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Holder herein or otherwise. Upon Terminationthe full and final payment of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted), the security interest granted herein hereby shall terminate hereunder and of record and all rights, if any, rights to the Collateral shall revert to Grantors. (b) Prior to the Pledgor. Upon TerminationExisting Credit Agreement Discharge Date, upon any disposition of property permitted by the Indenture, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver Liens granted herein shall be deemed to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. (c) On or after the Existing Credit Agreement Discharge Date, upon (i) any sale or disposition of property of a Grantor to a Person other than the Issuer or a Guarantor or (ii) the consummation of any other transaction permitted by the Indenture as a result of which such Grantor becomes an Excluded Subsidiary or such Grantor is released from its obligations hereunderNote Guarantee, the 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. (d) On or after the Existing Credit Agreement Discharge Date, upon any Collateral being or becoming an Excluded Asset, the security interests created pursuant to this Agreement on such Collateral shall be automatically released. (e) The Grantor shall also be entitled to release the security interests created pursuant to this Agreement as set forth in Section 11.05 of the Indenture. (f) In connection with any termination or release pursuant to the foregoing clauses (a), (b), (c), (d) or (e), the Security Agent shall, at the Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as such Grantors shall reasonably request, in form and substance reasonably satisfactory to the Security Agent, including financing statement amendments to evidence such release or termination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that : (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian payment in full pursuant in cash of the Secured Obligations, including the full and final termination of any commitment to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or extend any financial accommodations under the Indenture; (ii) be binding upon each Grantor and its successors and assigns; and (iii) inure to the benefit of the Collateral is withdrawn from Agent and the Secured Parties and their respective successors, transferees, and assigns. Upon the payment in full in cash of the Secured Obligations, or the satisfaction and discharge of the Secured Obligations in accordance with Article 12 of the Indenture or the release of all of the Collateral Account and released to the Pledgee otherwise in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor and its successors, transferees and assigns, and (d) inure, together with the rights and remedies of the Custodian hereunderIndenture, and the full and final termination of any commitment to extend any financial accommodations under the Indenture, subject to the benefit terms of the Pledgee. Upon TerminationIntercredidtor Agreement, the security interest interests granted herein shall automatically terminate and all rights, if any, rights to the Collateral shall revert and be deemed re-assigned to the Pledgoreach Grantor. Upon Terminationany such termination, the Custodian Collateral Agent will, at the sole expense of the PledgorGrantors’ expense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor applicable Grantors such documents as the Pledgor Grantors shall reasonably request to evidence such termination without recourse against or representation or warranty of any kind made by, the TerminationCollateral Agent. Such documents shall be prepared by Grantors and shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, whereupon to the Custodian extent that any payments on the Secured Obligations or Proceeds of the Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any Bankruptcy Law, common law or equitable cause, then to such extent the Secured Obligations so satisfied shall be revived and continue as if such payment or Proceeds had not been received by the Collateral Agent for the benefit of the Secured Parties, and the Collateral Agent’s security interests, rights, powers and remedies hereunder shall continue in full force and effect. In such event, this Agreement shall be automatically released and discharged from its obligations hereunderreinstated if it shall theretofore have been terminated pursuant to this Section 11.10.

Continuing Security Interest. Assignments ----------------------------------------- under Credit Agreement. This Pledge Agreement shall create a ---------------------- continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) the later of (x) the Pledgee notifies payment in full of the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all termination of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or Commitment, (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon each Borrower, its successors and assigns, and (iii) inure to the Pledgor benefit of, and its be enforceable by, the Agent, for the benefit of the Lenders and the Issuing Banks and their respective successors, transferees and assigns, and (d) inure, together with . Upon the rights and remedies later of the Custodian hereunder, to the benefit payment in full of the Pledgee. Upon TerminationObligations (including all amounts payable under this Agreement) and the termination of the Commitment, the security interest granted herein hereby shall terminate and all rights, if any, rights to the Collateral shall revert to the PledgorBorrowers. Upon TerminationNo transfer or renewal, extension, assignment or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Borrower to the Agent, the Custodian will, at the sole expense Issuing Banks of the PledgorLenders nor any additional Loans made by Lenders or the Issuing Bank to any Borrower, and upon written instruction nor the taking of further security, nor the retaking or re- delivery of the PledgorCollateral to any Borrower by the Agent, deliver nor any other act of the Agent, the Issuing Banks or the Lenders shall release the Borrowers from any obligation, except a release or discharge executed in writing by the Agent with respect to such obligation or payment of such obligation or upon full satisfaction of all the Obligations. The Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by the Agent and then only to the Pledgor, without any representations, warranties or recourse extent therein set forth. A waiver by the Agent of any kind whatsoever, all certificates and instruments representing right or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver remedy on any occasion shall not be construed as a bar to the Pledgor exercise of any such documents as right or remedy which the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderAgent would otherwise have had on any other occasion.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) indefeasible payment in full in cash of all Secured Obligations, the Pledgee notifies termination or expiration of all Commitments and all other commitments of the Custodian in writing that Lender Parties to the Pledgor has either (A) paid and the Equity Balance or (B) performed all of its Obligations in fullother Obligors pursuant to any Loan Document, and the termination or expiration of all Letters of Credit; (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the Pledgor and its successors, transferees and assigns, and ; and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and of the other Lender Parties and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Loan held by it as provided in Section 10.12 of the Credit Agreement and any Lender Party may assign or otherwise transfer (in whole or in part) its interest pursuant to any Hedging Agreement, and any successor or assignee shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Document (including this Pledge Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of Section 10.12 and Article IX of the Credit Agreement, and, with respect to the Hedging Agreements, the limitation on rights in collateral pursuant to the Security Documents. Upon Terminationthe indefeasible payment in full in cash of all Secured Obligations and the termination or expiration of all Commitments and any other commitments of any Lender Party to the Borrower and the termination or expiration of all Letters of Credit, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the Pledgor. Upon Terminationany such payment and NEG Operating LLC Pledge Agreement 4 termination or expiration, the Custodian Collateral Agent will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Shares, together with all other Collateral owned by the Pledgor and held by the Custodian hereunder Collateral Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundersuch termination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge AgreementTermination Date; (cb) be binding upon the each Pledgor and its successors, transferees and assigns, ; and (dc) inure, together with the rights and remedies of the Custodian Administrative Agent hereunder, to the benefit of the PledgeeSecured Parties. Upon TerminationWithout limiting the foregoing clause (c), any Secured Party may assign or otherwise transfer (in whole or in part) any Revolving Credit Commitment or Swing Line Loan Commitment or Loan held by it to any other Person, and such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted to such Secured Party under any Loan Document or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.11 of the Credit Agreement. Subject to the last sentence of this Section 2.5, this Agreement (other than the indemnification and expense reimbursement provisions set forth in Section 6.4 and any other contingent indemnification or expense reimbursement Obligations expressly provided for herein or in any other Loan Document to survive the Termination Date) and the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to each Pledgor on the PledgorTermination Date. Additionally, upon the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 7.1.12 of the Credit Agreement and the Administrative Agent’s receipt of a written request from the Company for the release of the Capital Securities issued by such Unrestricted Subsidiary from the Lien created hereunder, the Administrative Agent shall promptly release such Lien, provided that no Default then exists and the Lien created hereunder encumbering all other Collateral shall remain in full force and effect. Upon Terminationany such termination or release of Collateral, the Custodian Administrative Agent will, at the each Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the such Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all released Pledged Shares, together with all other released Collateral owned by the Pledgor and held by the Custodian hereunder Administrative Agent hereunder, and execute and deliver to the such Pledgor such documents as the such Pledgor shall reasonably request to evidence such termination or release. Notwithstanding anything to the Terminationcontrary contained herein or in any other Loan Document, whereupon each Pledgor agrees that: (i) to the Custodian extent that, after payment in full of all Obligations, the termination, expiration or Cash Collateralization of all Letters of Credit, and the termination of all Hedging Agreements, such payment or any part thereof is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required to be retained by or repaid to a trustee, receiver, or any other Person under any bankruptcy code, common law, or equitable cause, then the Lien and security interest in the Collateral created hereunder shall be automatically revived, reinstated and continued in full force and effect, as if said payment had not been made; and (ii) the Lien and security interest in the Collateral created hereunder shall not be released and or discharged by any payment to the Administrative Agent or any Secured Party from its obligations hereunderany source that is thereafter paid, returned or refunded in whole or in part by reason of the assertion of a claim of any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity, or fraud asserted by any account debtor or by any other Person.

Continuing Security Interest. (a) This Pledge Agreement shall create a continuing security interest in Lien on the Collateral and shall (a) become effective only upon until the Custodian's receipt release thereof pursuant to Section 18 hereof. Upon termination of an opinion letter of counsel, this Agreement pursuant to the effect that (i) this Pledge Agreement is binding upon and enforceable against terms of Section 18 hereof, the Pledgor shall be entitled to the return, promptly upon its request and (ii) that upon the delivery at its expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the Custodian, the security interest created hereunder is a valid security interest,terms hereof. (b) Except as may expressly applicable pursuant to Section 9-505 of the Uniform Commercial Code, no action taken or omission to act by the Collateral Agent or the Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction pursuant to this Agreement shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect effect, until the Collateral Agent and the Secured Parties shall have applied payments (iincluding, without limitation, collections from Collateral) (x) towards the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and the full amount then outstanding or until such subsequent time as is hereinafter provided in subsection (yc) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreementbelow. (c) To the extent any payments on the Obligations or proceeds of the Collateral are subsequently invalidated, declared to be binding upon fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in posssession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent the Pledgor Obligations so satisfied shall be revived and its successorscontinue as if such payment or proceeds had not been received by the Collateral Agent or the Secured Parties, transferees and assignsthe Collateral Agent's and the Secured Parties' security interests, and (d) inurerights, together with the rights powers and remedies of the Custodian hereunderhereunder shall continue in full force and effect. In such event, to the benefit of the Pledgee. Upon Termination, the security interest granted herein shall terminate and all rights, if any, to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian this Agreement shall be automatically released and discharged from its obligations hereunderreinstated if it shall theretofore have been terminated pursuant to Section 27.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that : (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies payment in full in cash of the Custodian in writing that Secured Obligations, including the Pledgor has either (A) paid the Equity Balance cash collateralization, expiration, or (B) performed cancellation of all Secured Obligations, if any, consisting of its Obligations in fullletters of credit, and (y) the Pledgor has paid all full and final termination of its obligations any commitment to extend any financial accommodations under the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or Loan Agreement; (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon each Pledgor and its successors and assigns; and (iii) inure to the Pledgor benefit of Agent and its successors, transferees transferees, and assigns, and (d) inure, together with . Upon the rights and remedies payment in full in cash of the Custodian hereunderSecured Obligations, to including the benefit cash collateralization, expiration, or cancellation of the Pledgee. Upon Termination, the security interest granted herein shall terminate and all rightsSecured Obligations, if any, consisting of letters of credit, and the full and final termination of any commitment to extend any financial accommodations under the Loan Agreement, the security interests granted herein shall automatically terminate and all rights to the Pledged Collateral shall revert and be deemed re-assigned to the each Pledgor. Upon Terminationany such termination, the Custodian Agent will, at the sole expense of the PledgorPledgors’ expense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the applicable Pledgor such documents as the Pledgor Pledgors shall reasonably request to evidence such termination without recourse against, representation, or warranty of any kind made by, the TerminationAgent. Such documents shall be prepared by Pledgors and shall be in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, whereupon to the Custodian extent that any payments on the Secured Obligations or Proceeds of the Pledged Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent the Secured Obligations so satisfied shall be revived and continue as if such payment or Proceeds had not be received by the Agent for the benefit of the Lender Group and the Bank Product Providers, and the Agent’s security interests, rights, powers and remedies hereunder shall continue in full force and effect. In such event, this Agreement shall be automatically released and discharged from its obligations hereunderreinstated if it shall theretofore have been terminated pursuant to this Section 16.

Continuing Security Interest. TRANSFER OF NOTES; TERMINATION. This Pledge Agreement shall create a continuing security interest in the Collateral pursuant to Section 2 hereof and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid indefeasible payment in full of the Equity Balance Obligations and the termination or expiration of Lender's obligation to make loans under the Credit Agreement or (B) performed all the termination of its Obligations in fullthe Guarantors' obligations under the Credit Guaranties, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor each Grantor, their successors and its successors, transferees assigns and assigns, and (diii) inure, together with the rights and remedies of Agent and the Custodian Guarantors hereunder, to the benefit of Agent and the PledgeeGuarantors and any successors hereof, subject to the terms and conditions of the Reimbursement Agreement. Upon TerminationSubject to the terms of the Reimbursement Agreement, any Guarantor may assign or otherwise transfer its rights thereof, or any rights in Collateral held by it to any other Person, and such other Person shall thereupon become vested with all the security interest benefits in respect thereof granted to such Guarantor or Agent herein or otherwise. Nothing set forth herein or in any other Operative Document is intended or shall terminate and all rightsbe construed to give to any other party any right, if anyremedy or claim under, to or in respect of this Agreement or any other Operative Document or any Collateral. The Grantors' successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor, provided that, except as otherwise permitted under the Collateral shall revert to the Pledgor. Upon TerminationReimbursement Agreement or any other Operative Document, the Custodian will, at the sole expense none of the Pledgor, and upon written instruction rights or obligations of the Pledgor, deliver to Grantors hereunder may be assigned or otherwise transferred without the Pledgor, without any representations, warranties or recourse prior written consent of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderAgent.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall : (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) the date that is 15 days after the later of (x) the Pledgee notifies the Custodian indefeasible payment in writing that the Pledgor has either (A) paid the Equity Balance full in cash or (B) performed performance of all of its Secured Obligations in full, and (y) the Pledgor has paid termination or expiration of all commitments of its obligations Buyer to the Custodian in full pursuant to Section 6.3 hereof Grantor and has fully performed each Subsidiary under all of its non-payment obligations hereunder or Transaction Documents; (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the Pledgor Grantor and its successors, transferees and assigns, and ; and (dc) inure, together with the rights and remedies of Buyer and its respective successors, transferees and assigns. On the Custodian hereunder, date that is 15 days after the later of (x) the indefeasible payment in full in cash of all Secured Obligations and (y) the termination or expiration of all commitments of Buyer to the benefit of the Pledgee. Upon TerminationGrantor and each Subsidiary under all Transaction Documents, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the PledgorGrantor. Upon Terminationany such payment and termination or expiration, the Custodian Buyer will, at the Grantor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the PledgorGrantor, without any representations, warranties or recourse of any kind whatsoeverwhatsoever other than representations relating to the absence of any action on the part of Buyer to impair, encumber or otherwise affect the ownership of or rights in the Collateral, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder Buyer hereunder, and execute and deliver to the Pledgor Grantor such documents as the Pledgor Grantor shall reasonably request to evidence such termination. If at any time all or any part of any payment theretofore applied by Buyer to any of the TerminationSecured Obligations is or must be rescinded or returned by Buyer for any reason whatsoever (including, whereupon without limitation, the Custodian insolvency, bankruptcy, reorganization or other similar proceeding of Grantor or any other Person), such Secured Obligations shall, for purposes of this Pledge Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by Buyer or any termination agreement or release provided to Grantor, and this Pledge Agreement shall continue to be automatically released and discharged from its obligations hereundereffective or reinstated, as the case may be, as to such Secured Obligations, all as though such application by Buyer had not been made.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge AgreementTermination Date; (cb) be binding upon the Pledgor and each Grantor, its successors, transferees and assigns, ; and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c), any Holder may assign or otherwise transfer (in whole or in part) any Note held by it to any other Person, and such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted to such Holder under any Indenture Document or otherwise, subject, however, to any contrary provisions in such assignment or transfer of the Indenture. Upon Terminationthe sale, transfer or other disposition of Collateral in accordance with the Indenture, the security interests granted herein shall automatically terminate with respect to such Collateral, but not the Proceeds thereof. Additionally, upon the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 4.23 of the Indenture and the Collateral Agent’s receipt of a written request from the Company for the release of the Capital Stock issued by such Unrestricted Subsidiary from the Lien created hereunder, the Collateral Agent shall promptly release such Lien, provided that no Default then exists and the Lien created hereunder encumbering all other Collateral shall remain in full force and effect. Subject to the last sentence of this Section 2.3, this Agreement (other than the indemnification and expense reimbursement provisions set forth in Section 6.3 and any other contingent indemnification or expense reimbursement Obligations expressly provided for herein or in any other Indenture Document to survive the Termination Date) and the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to each Grantor on the PledgorTermination Date. Upon Terminationany sale, transfer, disposition or termination described in any of the three immediately preceding sentences, the Custodian Collateral Agent will, at the applicable Grantor’s sole expense of the Pledgorexpense, execute and upon written instruction of the Pledgor, deliver to the Pledgorsuch Grantor, without any representations, warranties or recourse of any kind whatsoeverrecourse, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall such Grantor may reasonably request to evidence such termination, release or reassignment. Notwithstanding anything to the Terminationcontrary contained herein or in any other Indenture Document, whereupon each Grantor agrees that: (i) to the Custodian extent that, after the Termination Date shall have occurred, any payment or any part thereof in respect of any Secured Obligation is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required to be retained by or repaid to a trustee, receiver, or any other Person under any bankruptcy code, common law, or equitable cause, then the Lien and security interest in the Collateral created hereunder shall be automatically revived, reinstated and continued in full force and effect, as if said payment had not been made; and (ii) the Lien and security interest in the Collateral created hereunder shall not be released and or discharged by any payment to the Collateral Agent or any Secured Party from its obligations hereunderany source that is thereafter paid, returned or refunded in whole or in part by reason of the assertion of a claim of any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity, or fraud asserted by any account debtor or by any other Person.

Continuing Security Interest. Assignments under Revolving Credit Agreement. This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until the Commitments have been terminated and the Secured Obligations have been paid in full (i) other than (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in fullcontingent indemnification obligations not then due, and (y) the Pledgor has paid all obligations and liabilities under Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements and (z) Letters of its obligations Credit that have been cash collateralized or for which arrangements satisfactory to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (iirelevant Issuing Lender have been made) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof provisions of the Revolving Credit Agreement, (each a "Termination"), Securities Pledge Agreement (cb) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the Pledgor benefit of, and be enforceable by, Agent, and its successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), and (d) inureany Lender may, together in accordance with the provisions of the Revolving Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Revolving Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon termination of the Custodian hereunderCommitments and payment in full of the Secured Obligations in accordance with the provisions of the Revolving Credit Agreement(other than (x) contingent indemnification obligations not then due, (y) obligations and liabilities under Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements and (z) Letters of Credit that have been cash collateralized or for which arrangements satisfactory to the benefit of the Pledgee. Upon Terminationrelevant Issuing Lender have been made), the security interest Security Interest granted herein hereby shall terminate terminate, any Liens arising therefrom shall be automatically released, and all rights, if any, rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, the PledgorGrantors will be authorized to file any termination statements to terminate such Security Interests. Upon Terminationthe consummation of any transaction permitted by the Revolving Credit Agreement as a result of which a Guarantor is no longer required to be a Guarantor under the Revolving Credit Agreement, such Guarantor and/or Grantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Guarantor and/or Grantor shall automatically be released. Upon any sale or transfer by any Grantor of any Collateral that is permitted under the Revolving Credit Agreement (other than a sale or transfer to another Credit Party), or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 13.12 of the Revolving Credit Agreement, the Custodian willSecurity Interest in such Collateral shall be automatically released. In connection with any termination or release pursuant to this Section 22, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and Agent shall promptly execute and deliver to the Pledgor Grantor, at such Grantor’s expense, all documents as the Pledgor that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of certificates, securities, instruments and written releases, terminations and similar documents. No transfer or renewal, extension, assignment, or termination of this Agreement or of the TerminationRevolving Credit Agreement, whereupon any other Credit Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any other loans made by any Lender to the Custodian Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Secured Creditors, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Revolving Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be automatically released deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and discharged from its obligations hereundersigned by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

Continuing Security Interest. Termination. ----------------------------------------- (a) This Note Pledge Agreement shall create a continuing security interest in and to the Collateral and shall (a) become effective only upon shall unless otherwise provided in the Custodian's receipt of an opinion letter of counselIndenture or in this Note Pledge Agreement, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian earlier of payment in writing that the Pledgor has either full in cash of (A) paid each of the Equity Balance first three scheduled interest payments due on the Notes under the terms of the Indenture or (B) performed all obligations due and owing under the Indenture and the Notes in the event such obligations become payable prior to the payment of the first three scheduled interest payments on the Notes. (b) Subject to the provisions of Section 15.10 hereof, this Note Pledge Agreement shall terminate upon the earlier of payment in full in cash of (A) each of the first three scheduled interest payments due on the Notes under the terms of the Indenture or (B) all obligations due and owing under the Indenture and the Notes in the event such obligations become payable prior to the payment of the first three scheduled interest payments on the Notes. At such time, the Trustee shall upon receipt of a Request from the Pledgor and evidence of such payment, reassign and redeliver to the Pledgor all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from hereunder that has not been sold, disposed of, retained or applied by the Collateral Account and released to the Pledgee Trustee in accordance with the terms hereof (each a "Termination"), Securities of this Note Pledge Agreement (c) Agreement and the Indenture. Such reassignment and redelivery shall be binding upon the Pledgor and its successors, transferees and assigns, and (d) inure, together with the rights and remedies of the Custodian hereunder, without warranty by or recourse to the benefit of the Pledgee. Upon TerminationTrustee, the security interest granted herein shall terminate and all rights, if any, except as to the Collateral absence of any prior assignments by the Trustee of its interest in the Collateral, and shall revert to the Pledgor. Upon Termination, the Custodian will, be at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunder.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall : (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) indefeasible payment in full in cash of all Pledged Obligations and the Pledgee notifies termination or expiration of all Revolving Commitments and all other commitments of the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations Secured Parties to the Custodian in full pursuant to Section 6.3 hereof Borrower or any other Loan Party, or Atlantic Power or any of the Subordinated Indenture Guarantors or the Convertible Indenture Guarantors under the Transaction Documents and has fully performed the termination or expiration of all Revolving Letters of its non-payment obligations hereunder or Credit; (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the Pledgor and its successors, transferees and assigns, and ; and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and each other Secured Party and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause (c), any Secured Party may assign or otherwise transfer (in whole or in part) any Subordinated Note, any Convertible Debenture, any Revolving Loan, any Term Loan Loan or any L/C Advance (as defined in the Revolving Credit Agreement) held by it to any other Person or entity, and any Secured Party may assign or otherwise transfer (in whole or in part) its interest pursuant to any Revolving Secured Hedge Agreement or Cash Management Agreement, and any successor or assignee thereof shall thereupon become vested with all of the rights and benefits in respect thereof granted to such Secured Party under any such Transaction Document (including this Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of Section 10.07 and Article IX of the Revolving Credit Agreement, Section 10.07 and Article IX of the Term Loan Credit Agreement or any other similar provisions in any other applicable Transaction Document. Upon Terminationthe indefeasible payment in full of all Pledged Obligations and the termination or expiration of all Revolving Commitments and any other commitments of any Secured Party to the Borrower or any other Loan Party, or Atlantic Power or any of the Subordinated Indenture Guarantors or the Convertible Indenture Guarantors under the Transaction Documents and the termination or expiration of all Revolving Letters of Credit, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the Pledgor. Upon Terminationany such payment and termination or expiration, the Custodian Collateral Agent will, at the Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Interests together with all other Collateral owned by the Pledgor and held by the Custodian hereunder Collateral Agent hereunder, and execute and deliver to the Pledgor Pledgor, at Pledgor’s expense, such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundersuch termination.

Continuing Security Interest. Assignments under Credit Agreement. This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in cash in accordance with the terms hereof provisions of the Credit Agreement and the Commitments have expired or have been terminated, (each a "Termination"), Securities Pledge Agreement (cb) be binding upon each of Pledgors, and their respective successors and assigns, and (c) inure to the Pledgor benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), and (d) inureany the Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise. Upon payment in full in cash of the Custodian hereunder, to Obligations in accordance with the benefit provisions of the Pledgee. Upon TerminationCredit Agreement and the expiration or termination of the Commitments, the security interest Security Interest granted herein hereby shall terminate and this Agreement all rights, if any, rights to the Collateral shall revert to Pledgors or any other Person entitled thereto. At such time, Agent will authorize the Pledgorfiling of appropriate termination statements to terminate such Security Interests. Upon TerminationNo transfer or renewal, the Custodian willextension, at the sole expense assignment, or termination of this Agreement or of the PledgorCredit Agreement, any other Loan Document, or any other instrument or document executed and upon written instruction delivered by any Pledgor to Agent nor any additional Advances or other loans made by any the Lender to Borrowers, nor the taking of further security, nor the retaking or re-delivery of the PledgorCollateral to Pledgors, deliver or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Provider, or any of them, shall release any of Pledgors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the Pledgor, without any representations, warranties or recourse extent therein set forth. A waiver by Agent of any kind whatsoever, all certificates and instruments representing right or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver remedy on any occasion shall not be construed as a bar to the Pledgor exercise of any such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderright or remedy which Agent would otherwise have had on any other occasion.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge AgreementTermination Date; (cb) be binding upon the each Pledgor and its successors, transferees and assigns, ; and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeSecured Parties. Upon TerminationWithout limiting the foregoing clause (c), any Holder may assign or otherwise transfer (in whole or in part) any Note held by it to any other Person, and such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted to such Secured Party under any Indenture Document or otherwise, subject, however, to any contrary provisions in such assignment or transfer of the Indenture. Subject to the last sentence of this Section 2.5, this Agreement (other than the indemnification and expense reimbursement provisions set forth in Section 6.4 and any other contingent indemnification or expense reimbursement Obligations expressly provided for herein or in any other Indenture Document to survive the Termination Date) and the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to each Pledgor on the PledgorTermination Date. Additionally, upon the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 4.23 of the Indenture and the Collateral Agent’s receipt of a written request from the Company for the release of the Capital Securities issued by such Unrestricted Subsidiary from the Lien created hereunder, the Collateral Agent shall promptly release such Lien, provided that no Default then exists and the Lien created hereunder encumbering all other Collateral shall remain in full force and effect. Upon Terminationany such termination or release of Collateral, the Custodian Collateral Agent will, at the each Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the such Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all released Pledged Shares, together with all other released Collateral owned by the Pledgor and held by the Custodian hereunder Collateral Agent hereunder, and execute and deliver to the such Pledgor such documents as the such Pledgor shall reasonably request to evidence such termination or release. Notwithstanding anything to the Terminationcontrary contained herein or in any other Indenture Document, whereupon each Pledgor agrees that: (i) to the Custodian extent that, after the Termination Date shall have occurred, any payment or any part thereof in respect of any Secured Obligation is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required to be retained by or repaid to a trustee, receiver, or any other Person under any bankruptcy code, common law, or equitable cause, then the Lien and security interest in the Collateral created hereunder shall be automatically revived, reinstated and continued in full force and effect, as if said payment had not been made; and (ii) the Lien and security interest in the Collateral created hereunder shall not be released and or discharged by any payment to the Collateral Agent or any Secured Party from its obligations hereunderany source that is thereafter paid, returned or refunded in whole or in part by reason of the assertion of a claim of any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity, or fraud asserted by any account debtor or by any other Person.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement, (c) be binding upon the Pledgor and its successors, transferees and assigns, andand Securities Pledge Agreement (d) inure, together with the rights and remedies of the Custodian hereunder, to the benefit of the Pledgee. Upon Termination, the security interest granted herein shall terminate and all rights, if any, to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunder.

Continuing Security Interest. TRANSFER OF NOTES; TERMINATION. This Pledge Agreement shall create a continuing security interest in the Collateral pursuant to Section 2 hereof and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid indefeasible payment in full of the Equity Balance Obligations and the termination or expiration of Lender's obligation to make loans under the Credit Agreement or (B) performed all the termination of its Obligations in fullthe Guarantors' obligations under the Credit Guaranties, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor each Grantor, their successors and its successors, transferees assigns and assigns, and (diii) inure, together with the rights and remedies of Agent and the Custodian Guarantors hereunder, to the benefit of Agent and the PledgeeGuarantors and any successors hereof, subject to the terms and conditions of the Reimbursement Agreement. Upon TerminationSubject to the terms of the Reimbursement Agreement, any Guarantor may assign or otherwise transfer its rights thereof, or any rights in Collateral held by it to any other Person, and such other Person shall thereupon become vested with all the security interest benefits in respect thereof granted to such Guarantor or Agent herein or otherwise. Nothing set forth herein or in any other Operative Document is intended or shall terminate and all rightsbe construed to give to any other party any right, if anyremedy or claim under, to or in respect of this Agreement or any other Operative Document or any Collateral. The Grantors' successors and assigns shall include, without limitation, a receiver, trustee or debtor-in-possession thereof or therefor, PROVIDED that, except as otherwise permitted under the Collateral shall revert to the Pledgor. Upon TerminationReimbursement Agreement or any other Operative Document, the Custodian will, at the sole expense none of the Pledgor, and upon written instruction rights or obligations of the Pledgor, deliver to Grantors hereunder may be assigned or otherwise transferred without the Pledgor, without any representations, warranties or recourse prior written consent of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderAgent.

Continuing Security Interest. This Pledge Security Agreement shall create a continuing security interest in the Collateral and shall : (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) indefeasible payment in full in cash of all Secured Obligations and the Pledgee notifies termination or expiration of all Commitments and all other commitments of the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations Lender Parties to the Custodian in full Grantor and the other Obligors pursuant to Section 6.3 hereof any Loan Document and has fully performed the termination or expiration of all Letters of its non-payment obligations hereunder or Credit; (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the Pledgor Grantor and its successors, transferees and assigns, and ; and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and of the other Lender Parties and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Loan held by it as provided in Section 10.12 of the Credit Agreement and any Lender Party may assign or otherwise transfer (in whole or in part) its interest pursuant to any Hedging Agreement, and any successor or assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Document (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of Section 10.12 and Article IX of the Credit Agreement, and, with respect to the Hedging Agreements, the limitation on rights in collateral pursuant to the Security Documents. Upon Terminationthe indefeasible payment in full in cash of all Secured Obligations and the termination or expiration of all Commitments and any other commitments of any Lender Party to the Borrower or any other Obligor and the termination or expiration of all Letters of Credit, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the PledgorGrantor. Upon Terminationany such payment and termination or expiration, the Custodian Collateral Agent will, at the Grantor's sole expense of the Pledgorexpense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor Grantor such documents as the Pledgor Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral in the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderCollateral Agent's possession.

Continuing Security Interest. 3.1. This Pledge Agreement shall create a creates an assignment, pledge, charge, continuing security interest in and general first Lien upon the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian Secured Parties acknowledge, in writing writing, that the Pledgor has either (A) all Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from termination or expiration of any commitment of Secured Parties to purchase any Senior Notes under the Collateral Account and released to the Pledgee in accordance with the terms hereof Note Purchase Agreement, (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the Pledgor each Debtor and its successors, permitted transferees and assigns, and permitted assigns and (dc) inure, together with the rights and remedies of the Custodian Secured Parties hereunder, to the benefit of the PledgeeSecured Parties and their successors, transferees and assigns. 3.2. It is contemplated by the parties hereto that from time to time there may be no Senior Notes outstanding, but notwithstanding such occurrences, this Agreement shall remain valid and shall be in full force and effect as to subsequently outstanding Senior Notes. Upon Termination(a) the written acknowledgment of the Secured Parties of the indefeasible payment in full of the Senior Notes, and (b) the termination or expiration of any commitment of Secured Parties to purchase Senior Notes under the Note Purchase Agreement, the assignment, pledge, charge, Lien and security interest granted herein hereunder shall terminate and, upon delivery and transfer of the Collateral to the Debtors, all rights, if any, rights to the Collateral shall revert to the PledgorDebtors. Upon Terminationsuch termination, the Custodian will, Secured Parties will at the sole expense of the PledgorDebtors authorize, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor Debtors such documents as the Pledgor Debtors shall reasonably request to evidence such termination and the TerminationSecured Parties, whereupon shall at the Custodian shall be automatically released sole expense of the Debtors, deliver and discharged from its obligations hereundertransfer such Collateral to the Debtors.

Continuing Security Interest. This Pledge and Security Agreement shall create a continuing security interest Lien in the Issuer Pledged Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full release thereof pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder 15.1 or (ii) the Collateral is withdrawn from the Collateral Account and released sale thereof pursuant to the Pledgee in accordance with the terms hereof (each a "Termination")Section 11.1, Securities Pledge Agreement (c) shall be binding upon each Equityholder and its respective successors, transferees and assigns and shall inure to the Pledgor benefit of and be enforceable by the Trustee and its successors, transferees and assigns; provided, and however, that no Equityholder may (d) inure, together with unless otherwise permitted under the rights and remedies terms of the Custodian hereunderIndenture) assign any of its obligations hereunder without the prior written consent of the Noteholders or the Trustee pursuant to the Indenture (provided, however, that, so long as no Default in respect of the payment of principal, Premium, if any, and interest on any Notes or Event of Default has occurred and is continuing in respect of which such Equityholder has received written notice from the Trustee or otherwise has actual knowledge thereof, each Equityholder will be entitled to sell, transfer, assign, convey, contribute or grant the Issuer Pledged Equity of such Equityholder (x) subject to the lien of this Pledge and Security Agreement and (y) so long as (i) such Issuer Pledged Equity in the hands of each transferee remain subject to the pledge under this Pledge and Security Agreement, (ii) the Trustee shall have been provided with an Opinion of Counsel as to the continuing validity of such pledge and perfection of the security interest of the Trustee therein and a written acknowledgement from the transferee that it is acquiring such Issuer Pledged Equity subject to such pledge and security interest and making representations and warranties to the effect set forth in Article IV and (iii) the transferee agrees in writing for the benefit of the PledgeeTrustee to be bound by the provisions of this Pledge and Security Agreement). Upon TerminationThe Trustee and the Noteholders may assign or otherwise transfer any indebtedness held by any of them secured by this Pledge and Security Agreement to any other Person in accordance with the Indenture, and such other Person shall thereupon become vested with all the security interest benefits in respect thereof granted herein shall terminate and all rights, if any, to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties Trustee herein or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderotherwise.

Continuing Security Interest. This Pledge Security Agreement shall create a continuing security interest in the Collateral and shall : (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) indefeasible payment in full in cash of all Secured Obligations and the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed termination of all Revolving Commitments and any other commitments of its Obligations in full, and (y) the Pledgor has paid all of its obligations a Secured Party to the Custodian in full Borrower or the Grantor or any other Obligor pursuant to Section 6.3 hereof any Transaction Document and has fully performed the termination or expiration of all Letters of its non-payment obligations hereunder or Credit; (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the Pledgor Grantor and its successors, transferees and assigns, and ; and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and each other Secured Party and its respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Secured Party may assign or otherwise transfer (in whole or in part) any of the Subordinated Notes, the Convertible Debentures, any other promissory notes related to any of the Transaction Documents, any Revolving Hedging Obligation or any Revolving Loan or Term Loan Loan held by it as provided in the applicable Transaction Document and any Secured Party may assign or otherwise transfer (in whole or in part) its interest pursuant to any Grantor Hedging Agreement to which it is a party or Revolving Secured Hedge Agreement, and any successor or assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted to such Secured Party under any Transaction Document (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of the Collateral Agency and Intercreditor Agreement, Section 10.7 and Article IX of the Revolving Credit Agreement or Section 10.7 and Article IX of the Term Loan Credit Agreement, and, with respect to the Grantor Hedging Agreements, the limitation on rights in collateral pursuant to the applicable Secured Documents. Upon Terminationthe indefeasible payment in full in cash of all Secured Obligations and the termination or expiration of all Revolving Commitments and any other commitments of any Secured Party to the Borrower or the Grantor or any other Obligor and the termination or expiration of all Letters of Credit, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the PledgorGrantor. Upon TerminationIf at any time all or any part of any payment theretofore applied by the Collateral Agent or any Secured Party to any of the Secured Obligations is or must be rescinded or returned by the Collateral Agent or any such Secured Party for any reason whatsoever (including, without limitation, the Custodian willinsolvency, at the sole expense bankruptcy, reorganization or other similar proceeding of the PledgorGrantor or any other Person), such Secured Obligations shall, for purposes of this Security Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by the Collateral Agent or such Secured Party or any termination agreement or release provided to the Grantor, and upon written instruction of this Security Agreement shall continue to be effective or reinstated, as the Pledgorcase may be, deliver as to the Pledgor, without any representations, warranties or recourse of any kind whatsoeversuch Secured Obligations, all certificates and instruments representing or evidencing all Collateral owned as though such application by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor Collateral Agent or such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderSecured Party had not been made.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof provisions of the Credit Agreement and the Commitments have expired or have been terminated, (each a "Termination"), Securities Pledge Agreement (cii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the Pledgor benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), and (d) inureany Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Custodian hereunder, to Secured Obligations in accordance with the benefit provisions of the Pledgee. Upon TerminationCredit Agreement and the expiration or termination of the Commitments, the security interest Guaranty made and the Security Interest granted herein hereby shall terminate and all rights, if any, rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, upon Borrowers’ request, Agent will authorize the Pledgorfiling of appropriate termination statements to terminate such Security Interest. Upon TerminationNo transfer or renewal, the Custodian willextension, at the sole expense assignment, or termination of this Agreement or of the PledgorCredit Agreement, any other Loan Document, or any other instrument or document executed and upon written instruction delivered by any Grantor to Agent nor any additional Revolving Loans or other loans made by any Lender to any Borrower, nor the taking of further security, nor the retaking or re-delivery of the PledgorCollateral to Grantors, deliver or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the Pledgor, without any representations, warranties or recourse extent therein set forth. A waiver by Agent of any kind whatsoever, all certificates and instruments representing right or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver remedy on any occasion shall not be construed as a bar to the Pledgor exercise of any such documents as right or remedy which Agent would otherwise have had on any other occasion. (b) Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Pledgor shall reasonably request Secured Obligations is at any time annulled, avoided, set, aside, rescinded, invalidated, declared to evidence be fraudulent or preferential or otherwise required to be refunded or repaid, or the Terminationproceeds of any Collateral are required to be returned by Agent or any other member of the Lender Group to such Grantor, whereupon its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Custodian extent of such payment or repayment, any Lien or other Collateral securing such liability shall be automatically and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (i) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing clause (a), or (ii) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and discharged from its effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations hereunderof any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

Continuing Security Interest. This Pledge Agreement shall ---------------------------- create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment ----------- obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement----------- (c) be binding upon the Pledgor and its successors, transferees and assigns, andand Securities Pledge Agreement (d) inure, together with the rights and remedies of the Custodian hereunder, to the benefit of the Pledgee. Upon Termination, the security interest granted herein shall terminate and all rights, if any, to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunder.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) Secured Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof provisions of the Credit Agreement and the Commitments have expired or have been terminated, (each a "Termination"), Securities Pledge Agreement (cii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the Pledgor benefit of, and be enforceable by, Administrative Agent, and its successors, transferees and assigns and the other Secured Parties and their successors and assigns. Without limiting the generality of the foregoing clause (iii), and (d) inureany Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Custodian hereunder, to Secured Obligations in accordance with the benefit provisions of the Pledgee. Upon TerminationCredit Agreement and the expiration or termination of the Commitments, the security interest Guaranty made and the Security Interest granted herein hereby shall terminate and all rights, if any, rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, upon Borrowers’ request, Administrative Agent will authorize the Pledgor. Upon Termination, the Custodian will, at the sole expense filing of appropriate termination statements to terminate such Security Interest and will otherwise comply with its obligations under Section 10.13 of the PledgorCredit Agreement. No transfer or renewal, and upon written instruction extension, assignment, or termination of this Agreement or of the PledgorCredit Agreement, deliver any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Administrative Agent nor any additional Loans or other loans made by any Lender to the PledgorBorrowers, without nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any representationsof them, warranties by Administrative Agent, nor any other act of the Secured Parties, or recourse any of them, shall release any Grantor from any obligation, except as contemplated by Section 10.13 of the Credit Agreement. Administrative Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Administrative Agent and then only to the extent therein set forth. A waiver by Administrative Agent of any kind whatsoever, all certificates and instruments representing right or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver remedy on any occasion shall not be construed as a bar to the Pledgor exercise of any such documents as right or remedy which Administrative Agent would otherwise have had on any other occasion. (b) Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Pledgor shall reasonably request Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to evidence be fraudulent or preferential or otherwise required to be refunded or repaid, or the Terminationproceeds of any Collateral are required to be returned by Administrative Agent or any other Secured Party to such Grantor, whereupon its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Custodian extent of such payment or repayment, any Lien or other Collateral securing such liability shall be automatically and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (i) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing clause (a), or (ii) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and discharged from its effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations hereunderof any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) indefeasible payment in full in cash of all Secured Obligations, the Pledgee notifies termination or expiration of all Commitments and all other commitments of the Custodian in writing that Lender Parties to the Pledgor has either (A) paid Pledgor, the Equity Balance or (B) performed all of its Obligations in fullBorrower and the other Obligors pursuant to any Loan Document, and the termination or expiration of all Letters of Credit; (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the Pledgor and its successors, transferees and assigns, and ; and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and of the other Lender Parties and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Loan held by it as provided in Section 10.12 of the Credit Agreement and any Lender Party may assign or otherwise transfer (in whole or in part) its interest pursuant to any Hedging Agreement, and any successor or assignee shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender Party under any Loan Document (including this Pledge Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of Section 10.12 and Article IX of the Credit Agreement, and, with respect to the Hedging Agreements, the limitation on rights in collateral pursuant to the Security Documents. Upon Terminationthe indefeasible payment in full in cash of all Secured Obligations and the termination or expiration of all Commitments and any other commitments of any Lender Party to the Borrower and the termination or expiration of all Letters of Credit, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the Pledgor. Upon Terminationany such payment and termination or expiration, the Custodian Collateral Agent will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Shares, together with all other Collateral owned by the Pledgor and held by the Custodian hereunder Collateral Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundersuch termination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge AgreementTermination Date; (cb) be binding upon the Pledgor and each Grantor, its successors, transferees and assigns, ; and (dc) inure, together with the rights and remedies of the Custodian hereunder, inure to the benefit of Chase and its successors and assigns. Without limiting the Pledgeeforegoing clause (c), Chase may assign or otherwise transfer (in whole or in part) the Credit Agreement or any Letter of Credit to any other Person, and such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted to Chase under any Loan Document or otherwise. Upon Terminationthe sale, transfer or other disposition of Collateral, the security interests granted herein shall automatically terminate with respect to such Collateral, but not the Proceeds thereof (except to the extent otherwise provided in Section 2.1). Additionally, upon the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture and Chase’s receipt of a written request from Borrower for the release of the Capital Stock issued by such Unrestricted Subsidiary from the Lien created hereunder, Chase shall promptly release such Lien, provided that no Event of Default then exists and the Lien created hereunder encumbering all other Collateral shall remain in full force and effect. Subject to the last sentence of this Section 2.3, this Agreement (other than the indemnification and expense reimbursement provisions set forth in Section 6.3 and any other contingent indemnification or expense reimbursement Obligations expressly provided for herein or in any other Loan Document to survive the Termination Date) and the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to each Grantor on the PledgorTermination Date. Upon Terminationany sale, transfer, disposition or termination described in any of the Custodian immediately preceding sentences in this paragraph, Chase will, at the applicable Grantor’s sole expense of the Pledgorexpense, execute and upon written instruction of the Pledgor, deliver to the Pledgorsuch Grantor, without any representations, warranties or recourse of any kind whatsoeverrecourse, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall such Grantor may reasonably request to evidence such termination, release or reassignment. Notwithstanding anything to the Terminationcontrary contained herein or in any other Loan Document, whereupon each Grantor agrees that: (i) to the Custodian extent that, after payment in full of all Obligations and the termination, expiration or cash collateralization of all Letters of Credit, such payment or any part thereof is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required to be retained by or repaid to a trustee, receiver, or any other Person under any bankruptcy code, common law, or equitable cause, then the Lien and security interest in the Collateral created hereunder shall be automatically revived, reinstated and continued in full force and effect, as if said payment had not been made; and (ii) the lien and security interest in the Collateral created hereunder shall not be released and or discharged by any payment to Chase from its obligations hereunderany source that is thereafter paid, returned or refunded in whole or in part by reason of the assertion of a claim of any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity, or fraud asserted by any account debtor or by any other Person.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) US Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof provisions of the Credit Agreement and the Commitments have expired or have been terminated, (each a "Termination"), Securities Pledge Agreement (cii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the Pledgor benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), and (d) inureany Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Custodian hereunder, to Secured Obligations in accordance with the benefit provisions of the Pledgee. Upon TerminationCredit Agreement and the expiration or termination of the Commitments, the security interest Guaranty made and the Security Interest granted herein hereby shall terminate and all rights, if any, rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, upon US Borrower’s request, Agent will file or authorize the Pledgorfiling of appropriate termination statements to terminate such Security Interest. Upon TerminationNo transfer or renewal, the Custodian willextension, at the sole expense assignment, or termination of this Agreement or of the PledgorCredit Agreement, any other Loan Document, or any other instrument or document executed and upon written instruction delivered by any Grantor to Agent nor any additional US Revolving Loans or other loans made by any Lender to any Borrower, nor the taking of further security, nor the retaking or re-delivery of the PledgorCollateral to Grantors, deliver or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the Pledgor, without any representations, warranties or recourse extent therein set forth. A waiver by Agent of any kind whatsoever, all certificates and instruments representing right or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver remedy on any occasion shall not be construed as a bar to the Pledgor exercise of any such documents as right or remedy which Agent would otherwise have had on any other occasion. (b) Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Pledgor shall reasonably request Secured Obligations is at any time annulled, avoided, set, aside, rescinded, invalidated, declared to evidence be fraudulent or preferential or otherwise required to be refunded or repaid, or the Terminationproceeds of any Collateral are required to be returned by Agent or any other member of the Lender Group to such Grantor, whereupon its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Custodian extent of such payment or repayment, any Lien or other Collateral securing such liability shall be automatically and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (i) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing clause (a), or (ii) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and discharged from its effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations hereunderof any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

Continuing Security Interest. This Pledge Agreement ---------------------------- shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian payment in full pursuant of all Secured Obligations and the termination of all contractual obligations of the Bank under any Credit Document to Section 6.3 hereof and has fully performed all extend credit of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released any nature to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge AgreementBorrower, (cb) be binding upon the Pledgor and its successors, transferees and assigns, and (dc) inure, together with the rights and remedies of the Custodian hereunder, inure to the benefit of the PledgeeBank and its successors, transferees, and assigns. Without limiting the foregoing clause (c), pursuant to the terms of the Credit Documents, the Bank may assign, or otherwise transfer (in whole or in part) the Secured Obligations to any other Person or entity, and such other Person or entity shall thereupon become vested with all the benefits in respect thereof granted to the Bank under any Credit Document (including this Pledge Agreement) or otherwise. Upon Terminationthe payment in full of the Secured Obligations and the termination of all contractual obligations of the Bank under any Credit Document to extend credit of any nature to Borrower, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the Pledgor. Upon Terminationany such termination, the Custodian Bank will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, representations or warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Securities of the Pledgor, together with all other Collateral owned by the Pledgor and held by the Custodian hereunder Bank hereunder, and execute and deliver to the Pledgor Pledgor, at the Pledgor's sole expense, such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundersuch termination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall: (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian payment in full pursuant to Section 6.3 hereof and has fully performed performance of all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge AgreementBorrower Obligations, (cb) be binding upon the Pledgor Borrower and its successors, transferees and assigns, and (dc) inure, together with the rights and remedies of the Custodian Administrative Agent hereunder, to the benefit of the PledgeeSecured Parties and their successors and assigns. Upon Terminationthe later of (x) the irrevocable payment in full and performance of all Borrower Obligations and (y) the occurrence of the Commitment Termination Date, the security interest granted herein shall shall, immediately and without further action, terminate and be released, all rights, if any, rights to the Collateral shall revert to the PledgorBorrower and any funds then remaining on deposit in the Collection Account shall be remitted to the Borrower; provided, that if any claim is ever made upon any Secured Party for the repayment or recovery of any amount received by it in payment or on account of any of the Borrower Obligations and such Secured Party repays all or part of such amount, then the security interest granted herein in the Collateral shall immediately be reinstated notwithstanding any action to terminate and release all rights of the Administrative Agent (for the benefit of the Secured Parties) in the Collateral. Upon Terminationany such termination and release, the Custodian Administrative Agent will, at the Borrower’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, Borrower all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder any Collateral, and execute and deliver to the Pledgor Borrower such documents as the Pledgor Borrower shall prepare and reasonably request to evidence such termination and release. The Borrower will perform such acts and execute and deliver to the TerminationAdministrative Agent such additional documents or instruments as may be reasonably requested by the Administrative Agent to more effectively assure or confirm the grant of security interest hereunder, whereupon including, without limitation, the Custodian shall execution of any financing statements or continuation statements for filing under the provisions of the UCC of any applicable jurisdiction; provided, however, that the Borrower will not be automatically released required to take any further action with respect to perfection other than the filing of financing statements and discharged from its obligations hereundercontinuation statements under the UCC.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that The Security Interest shall be continuing and shall (i) this Pledge Agreement subject to what is binding upon and enforceable against the Pledgor provided in paragraphs (b), (c) and (iid) that upon the delivery of the Collateral to the Custodianbelow, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its the Secured Obligations shall have been satisfied, paid and discharged in full; (ii) be binding upon each Pledgor, its successors and assigns; and (iii) inure to the benefit of and be enforceable by the Collateral Agent, acting in the name and on behalf of the Lenders, and their respective successors and assigns. Subject to what is provided in paragraphs (yb), (c) and (d) below), no later than 10 (ten) Business Days following the Pledgor has paid due and timely payment, satisfaction and fulfillment of all of its obligations the Secured Obligations, and upon written request by the Pledgors, the Lenders shall deliver to the Custodian Collateral Agent a written notice to that effect, and the Collateral Agent shall deliver to the Pledgors a termination notice (the "Termination Notice") substantially in full the form attached hereto as Exhibit "E", together with the share certificates representing the Pledged Shares, with the endorsement in pledge duly cancelled. Only upon delivery of the Termination Notice by the Collateral Agent to the Pledgors as herein contemplated, this Agreement shall terminate and the Security Interest shall cease, terminate and be released. (b) Upon any sale or other transfer by any Pledgor of any Pledged Shares that is permitted under the Credit Agreement to any Person (unless sold or transferred to a Person that is required to pledge such Pledged Shares to the Collateral Agent pursuant to Section 6.3 hereof and has fully performed all 5.11 of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from Credit Agreement), or, upon the Collateral Account and released effectiveness of any written consent to the Pledgee release of the security interest granted hereby in accordance with any Pledged Shares pursuant to Section 9.01(d) of the terms hereof (each a "Termination")Credit Agreement, Securities Pledge Agreementthe security interest in such Pledged Shares shall be automatically released. (c) If all of the capital stock of a Pledgor is sold, transferred or otherwise disposed of to a Person that is not an Affiliate of the Borrowers pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be binding upon released from its obligations under this Agreement without further action and the security interest in the Pledged Shares of such Pledgor and its successors, transferees and assigns, andshall be automatically released. (d) inure, together In connection with the rights and remedies of the Custodian hereunder, any termination or release pursuant to the benefit of the Pledgee. Upon Terminationparagraph (b) or (c) above, the security interest granted herein Collateral Agent shall terminate and all rights, if any, to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor any Pledgor, at such Pledgor's expense, all documents as the that such Pledgor shall reasonably request to evidence such termination or release and shall deliver to such Pledgor all related Pledged Shares of such Pledgor held by the Termination, whereupon the Custodian Collateral Agent. Any execution and delivery of documents pursuant to this paragraph (d) shall be automatically released and discharged from its obligations hereunderwithout recourse to or warranty by the Collateral Agent.

Continuing Security Interest. Assignments under Credit Agreement. This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon each of Grantors, and their respective successors and assigns, and (b) inure to the Pledgor benefit of Agent, each Lender and each Bank Product Provider, and their respective successors and assigns, and shall be enforceable by Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (b), and (d) inureany Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Custodian Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any the Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or any Bank Product Provider, or any of them, shall release any of Grantors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the benefit extent therein set forth. A waiver by Agent of the Pledgee. Upon Termination, the security interest granted herein any right or remedy on any occasion shall terminate and all rights, if any, not be construed as a bar to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse exercise of any kind whatsoever, all certificates and instruments representing such right or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderremedy that Agent would otherwise have had on any other occasion.

Continuing Security Interest. Assignments under Credit Agreement. This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in cash in accordance with the terms hereof provisions of the Credit Agreement, (each a "Termination"), Securities Pledge Agreement (cb) be binding upon each of the Pledgor Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, the Collateral Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), and (d) inureany Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise. Upon payment in full in cash of the Custodian hereunder, to Obligations in accordance with the benefit provisions of the Pledgee. Upon TerminationCredit Agreement, the security interest Security Interest granted herein hereby shall terminate and all rights, if any, rights to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the PledgorGrantors or any other Person entitled thereto, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and Agent shall execute and deliver to the Pledgor such Grantors, at the Grantors’ expense, all termination statements, releases and other documents as (without recourse and without representation or warranty) which the Pledgor Grantors shall reasonably reasonably, in each case, request to evidence such termination and authorize the Terminationfiling of any such termination, whereupon release or other document executed and delivered by the Custodian Collateral Agent. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Credit Document, or any other instrument or document executed and delivered by any Grantor to the Collateral Agent nor other loans made by any Lender to the Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to the Grantors, or any of them, by the Collateral Agent, nor any other act of the Secured Creditors, or any of them, shall release any of the Grantors from any obligation, except a release or discharge executed in writing by the Collateral Agent in accordance with the provisions of the Credit Agreement. The Collateral Agent shall not by any act, delay, omission or otherwise, be automatically released deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and discharged from its obligations hereundersigned by the Collateral Agent and then only to the extent therein set forth. A waiver by the Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which the Collateral Agent would otherwise have had on any other occasion. Upon the consummation of any sale or other disposition of Collateral to any third party pursuant to a transaction permitted by the Credit Agreement or the other Credit Documents, the Security Interest granted hereby with respect to such Collateral shall terminate (but shall attach to the Proceeds or products thereof) and the Collateral Agent shall, at the reasonable request and at the expense of the applicable Grantor, provide evidence (without recourse and without any representation or warranty) of such termination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge AgreementTermination Date; (cb) be binding upon the each Pledgor and its successors, transferees and assigns, ; and (dc) inure, together with the rights and remedies of the Custodian Administrative Agent hereunder, to the benefit of the PledgeeAdministrative Agent and each other Secured Party. Without limiting clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or 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 Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article X of the Credit Agreement. Upon Termination(i) the sale, transfer or other disposition of Collateral in accordance with the Credit Agreement, (ii) the issuance of shares in connection with the initial public offering of Cayenta pursuant to the terms of the applicable underwriting agreement and the delivery of a certificate to the Administrative Agent stating that no Default has occurred and is continuing or would result from the initial public offering or (iii) the occurrence of the Termination Date, the security interest interests granted herein shall automatically terminate with respect to (x) such Collateral (in the case of clause (i)), (y) any Collateral owned by any member of the Cayenta Group (in the case of clause (ii)) or (z) all Collateral (in the case of clause (iii)), and all rights, if any, to at such time the Collateral shall revert to the Pledgor. Upon Termination, the Custodian Administrative Agent will, at the each Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the applicable Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments previously delivered to the Administrative Agent representing or evidencing all Pledged Interests, together with all other Collateral owned by the Pledgor and held by the Custodian hereunder Administrative Agent hereunder, and execute and deliver to the applicable Pledgor such documents as the a Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundersuch termination.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) Secured Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof provisions of the Credit Agreement and the Commitments have expired or have been terminated, (each a "Termination"), Securities Pledge Agreement (cii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the Pledgor benefit of, and be enforceable by, Administrative Agent, and its successors, transferees and assigns and the other Secured Parties and their successors and assigns. Without limiting the generality of the foregoing clause (iii), and (d) inureany Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Custodian hereunder, to Secured Obligations in accordance with the benefit provisions of the Pledgee. Upon TerminationCredit Agreement and the expiration or termination of the Commitments, the security interest Guaranty made and the Security Interest granted herein hereby shall terminate and all rights, if any, rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, upon Borrowers’ request, Administrative Agent will authorize the Pledgor. Upon Termination, the Custodian will, at the sole expense filing of appropriate termination statements to terminate such Security Interest and will otherwise comply with its obligations under Section 10.13 of the PledgorCredit Agreement. No transfer or renewal, and upon written instruction extension, assignment or termination of this Agreement or of the PledgorCredit Agreement, deliver any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Administrative Agent nor any additional Loans or other loans made by any Lender to the PledgorBorrowers, without nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any representationsof them, warranties by Administrative Agent, nor any other act of the Secured Parties, or recourse any of them, shall release any Grantor from any obligation, except as contemplated by Section 10.13 of the Credit Agreement. Administrative Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Administrative Agent and then only to the extent therein set forth. A waiver by Administrative Agent of any kind whatsoever, all certificates and instruments representing right or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver remedy on any occasion shall not be construed as a bar to the Pledgor exercise of any such documents as right or remedy which Administrative Agent would otherwise have had on any other occasion. (b) Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Pledgor shall reasonably request Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to evidence be fraudulent or preferential or otherwise required to be refunded or repaid, or the Terminationproceeds of any Collateral are required to be returned by Administrative Agent or any other Secured Party to such Grantor, whereupon its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Custodian extent of such payment or repayment, any Lien or other Collateral securing such liability shall be automatically and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (i) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing clause (a), or (ii) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and discharged from its effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations hereunderof any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until the Obligations (iother than contingent indemnification obligations) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in cash in accordance with the terms hereof provisions of the Indenture, (each a "Termination"), Securities Pledge Agreement (cb) be binding upon each of Grantors, and their respective successors and assigns, and (c) inure to the Pledgor benefit of, and be enforceable by, Agent, and its successors, transferees and assigns, and . Upon (di) inure, together payment in full in cash of the Obligations (other than contingent indemnification obligations) in accordance with the rights and remedies provisions of the Custodian hereunderIndenture, (ii) sale or disposition of property if a release is required or desirable in connection therewith and if Issuers certify in writing to Agent that the sale or disposition is permitted under Section 4.10 of the Indenture or the other Security Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) determination that property in which the Grantors and their respective Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) expiration or termination of a lease of property in a transaction permitted under the Indenture, the Security Interest granted hereby shall terminate with respect to the benefit of the Pledgee. Upon Termination, the security interest granted herein shall terminate applicable Collateral and all rights, if any, rights to the Collateral shall revert to the PledgorGrantors or any other Person entitled thereto. Upon TerminationAt such time, the Custodian Agent will, at subject to the sole expense terms and provisions of the PledgorIndenture, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor applicable Grantor such documents (as provided by such Grantor) including the Pledgor filing of UCC termination statements, lien releases, mortgage releases, re-assignments of trademarks, reassignment of Clam Quotas to the Issuers, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form), as are necessary or desirable to such Grantor to release, as of record, any and all Liens and all notices of security interests and liens previously filed by Agent with respect to such Collateral. Except as provided in the immediately preceding sentence, no transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Security Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Notes or any Additional Pari Passu Obligations, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Secured Parties, or any of them, shall reasonably request release any of Grantors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Indenture. Agent shall not by any act, delay, omission or otherwise, be deemed to evidence have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the Termination, whereupon extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the Custodian shall be automatically released and discharged from its obligations hereunderexercise of any such right or remedy which Agent would otherwise have had on any other occasion.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that : (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian payment in full pursuant in cash of the Secured Obligations, including the full and final termination of any commitment to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or extend any financial accommodations under the Indenture; (ii) be binding upon each Pledgor and its successors and assigns; and (iii) inure to the benefit of the Collateral is withdrawn from Agent and the Secured Parties and their respective successors, transferees, and assigns. Upon the payment in full in cash of the Secured Obligations, or the satisfaction and discharge of the Secured Obligations in accordance with Article 12 of the Indenture or the release of all of the Pledged Collateral Account and released to the Pledgee otherwise in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor and its successors, transferees and assigns, and (d) inure, together with the rights and remedies of the Custodian hereunderIndenture and the full and final termination of any commitment to extend any financial accommodations under the Indenture, subject to the benefit terms of the Pledgee. Upon TerminationIntercreditor Agreement, the security interest interests granted herein shall automatically terminate and all rights, if any, rights to the Pledged Collateral shall revert and be deemed re-assigned to the each Pledgor. Upon Terminationany such termination, the Custodian Collateral Agent will, at the sole expense of the PledgorPledgors’ expense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the applicable Pledgor such documents as the Pledgor Pledgors shall reasonably request to evidence such termination without recourse against or representation or warranty of any kind made by, the TerminationCollateral Agent. Such documents shall be prepared by Pledgors and shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, whereupon to the Custodian extent that any payments on the Secured Obligations or Proceeds of the Pledged Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any Bankruptcy Law, common law or equitable cause, then to such extent the Secured Obligations so satisfied shall be revived and continue as if such payment or Proceeds had not been received by the Collateral Agent for the benefit of the Secured Parties, and the Collateral Agent’s security interests, rights, powers and remedies hereunder shall continue in full force and effect. In such event, this Agreement shall be automatically released and discharged from its obligations hereunderreinstated if it shall theretofore have been terminated pursuant to this Section 16.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in cash in accordance with the terms hereof provisions of the Credit Agreement, (each a "Termination"), Securities Pledge Agreement (cb) be binding upon each of the Pledgor Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), and (d) inureany Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits and obligations in respect thereof granted to the Lender herein or otherwise. Upon payment in full in cash of the Custodian hereunder, to Obligations in accordance with the benefit provisions of the Pledgee. Upon TerminationCredit Agreement, the security interest Security Interest granted herein hereby shall terminate and this Agreement and all rights, if any, rights to the Collateral shall revert to the PledgorGrantors or any other Person entitled thereto. Upon TerminationIn addition, the Custodian willSecurity Interest herein shall be deemed to be released automatically as to any Collateral upon the disposition of such Collateral in a Permitted Disposition. At such time, Agent will file or authorize the filing of appropriate termination statements to terminate the Security Interests granted hereby. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of any Lender or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion. (b) If any Collateral shall be sold, transferred, or otherwise disposed of by any Grantor in a transaction expressly permitted by the Credit Agreement and pursuant to the terms and conditions of the Credit Agreement, then the Security Interest granted hereby solely with respect to such Collateral shall be deemed to be automatically released and the Agent, on behalf of the Lenders, at the sole expense request of the Pledgorsuch Grantor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and shall promptly execute and deliver to such Grantor all documents, and take such other action, reasonably necessary for the Pledgor release of the Security Interest created hereby or by any other Loan Document on such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderCollateral.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral (other than any Mortgaged Property) and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until the Discharge of Obligations, (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (cb) be binding upon each of the Pledgor Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Collateral Agent, and its successors, transferees and assigns, and (d) inure, together with the rights and remedies of the Custodian hereunder, to the benefit of the Pledgee. Upon Terminationthe Discharge of Obligations, the security interest Security Interest granted herein hereby shall terminate and all rights, if any, rights to the Collateral shall revert to Grantors or any other Person entitled thereto. No transfer, renewal, extension or assignment of this Agreement, any other Security Document or any Additional Pari Passu Agreement, or any other instrument or document executed and delivered by any Grantor to Collateral Agent, nor the Pledgortaking of further security, nor the retaking of the Collateral by Collateral Agent, nor any other act of any Secured Party shall release any of Grantors from any obligation under this Agreement or any other Security Document. Upon TerminationCollateral Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Collateral Agent and then only to the extent therein set forth. A waiver by Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Collateral Agent would otherwise have had on any other occasion. In addition, the Custodian willSecurity Interests granted hereunder and the Liens granted under any of the other Security Documents shall terminate and be released, in whole or in part, (i) as to the Secured Obligations under the Indenture and the Notes, as provided in the Indenture and (ii) as to the Permitted Additional Pari Passu Obligations under any Additional Pari Passu Agreement, as provided in such Additional Pari Passu Agreement. Collateral shall be released from the Security Interest under this Agreement and the Lien under any of the other Security Documents as provided in (i) the Indenture with respect to Liens securing Secured Obligations under the Indenture and the Notes and (ii) each Additional Pari Passu Agreement relating to Permitted Pari Passu Obligations with respect to Liens securing such Permitted Additional Pari Passu Obligations. The Grantors may file appropriate termination statements, mortgage releases satisfactions and re-conveyances, and other filings to terminate or evidence the termination of the Security Interests in and Liens on any assets that have been released from the Security Interest under this Agreement and the Liens under any other Security Documents in accordance with this Section 23 and, at the sole expense Grantors’ expense, the Collateral Agent shall return all Collateral in its possession to the Grantors and shall execute any termination, amendment, mortgage release, satisfaction or re-conveyance, required or desirable to terminate or evidence the termination of the Pledgor, and upon written instruction of Security Interest in or Lien on any property or assets released from the Pledgor, deliver to the Pledgor, without Security Interest under this Agreement or any representations, warranties or recourse of Lien released under any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderother Security Document.

Continuing Security Interest. This Pledge Assignment In relation to any Pledgor, this Agreement shall create a continuing security interest in the that Pledgor’s Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect with respect to that Pledgor until the earlier of (i) (x) the Pledgee notifies the Custodian in writing resignation of that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations pursuant to the Custodian in full pursuant to Section 6.3 provisions hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released termination of this Agreement pursuant to the Pledgee in accordance with the terms hereof Section 25 hereof, (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the each Pledgor and its successors, transferees the Pledgee and assigns, and their respective successors and permitted assigns and (dc) inure, together with the rights and remedies of the Custodian hereunderPledgee, to the benefit of the PledgeePledgee and its respective successors, permitted transferees and assigns. Upon TerminationWithout limiting the generality of the foregoing clause (c), the security interest Pledgee may assign or otherwise transfer to any other Person all or any portion of its rights and obligations under this Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein shall terminate and all rights, if any, to the Collateral shall revert Pledgee herein or otherwise; provided that such assignment or transfer is to a Permitted Transferee as defined under the Pledgorterms of the Master Agreement to whom the Pledgee in its capacity as provider of Credits under the Master Agreement is making a contemporaneous assignment of its rights and obligations under the Master Agreement in accordance with the terms thereof. Upon Termination, the Custodian Each Pledgor will, at the sole expense of the PledgorPledgee, and upon written instruction of the Pledgormake, execute, endorse, acknowledge, file and/or deliver to the Pledgee such confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps related to that Pledgor’s Collateral and other property or rights covered by the security interest hereby granted, without which the Pledgee deems reasonably advisable to perfect, preserve or protect its security interest in that Pledgor’s Collateral, including any representations, warranties actions which may be required or recourse advisable as a result of any kind whatsoeveramendment or supplement to applicable laws, all certificates and instruments representing or evidencing all Collateral owned by including the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderNYUCC.

Continuing Security Interest. (a) This Pledge Agreement shall create a continuing security interest in Lien on the Collateral and shall (a) become effective only upon until the Custodian's receipt release thereof pursuant to Section 18 hereof. Upon termination of an opinion letter of counsel, this Agreement pursuant to the effect that (i) this Pledge Agreement is binding upon and enforceable against terms of Section 18 hereof, the Pledgor shall be entitled to the return, promptly upon its request and (ii) that upon the delivery at its expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the Custodian, the security interest created hereunder is a valid security interest,terms hereof. (b) Except as may be expressly applicable pursuant to Section 9-505 of the Uniform Commercial Code, no action taken or omission to act by the Collateral Agent or the Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction pursuant to this Agreement shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect effect, until the Collateral Agent and the Secured Parties shall have applied payments (iincluding, without limitation, collections from Collateral) (x) towards the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and the full amount then outstanding or until such subsequent time as is hereinafter provided in subsection (yc) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreementbelow. (c) To the extent that any payment on the Obligations or proceeds of the Collateral are subsequently invalidated, declared to be binding upon fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent the Pledgor Obligations so satisfied shall be revived and its successorscontinue as if such payment or proceeds had not been received by the Collateral Agent or the Secured Parties, transferees and assignsthe Collateral Agent's and the Secured Parties' security interests, and (d) inurerights, together with the rights powers and remedies of the Custodian hereunderhereunder shall continue in full force and effect. In such event, to the benefit of the Pledgee. Upon Termination, the security interest granted herein shall terminate and all rights, if any, to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian this Agreement shall be automatically released and discharged from its obligations hereunderreinstated if it shall theretofore have been terminated pursuant to Section 27.

Continuing Security Interest. This Pledge Agreement shall create creates a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until the earlier of (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian payment in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder the Obligations, or (ii) such time as the Replacement Collateral is withdrawn from Period (as defined in the Collateral Account Second Amendment) has expired and released Grantor has posted the full amount of all margin payments then required under the Master Netting Agreement in cash or other type of collateral permitted under the Master Netting Agreement, whereupon this Agreement shall terminate and be of no further force or effect (except for the obligation to release liens contained herein) and the Pledgee in accordance with Secured Parties will, upon reasonable request of Grantor, promptly file UCC-3 releases of the terms hereof security interests granted herein; (each a "Termination"), Securities Pledge Agreement (cb) be binding upon Grantor, its successors and assigns; and (c) inure to the Pledgor benefit of and its be enforceable by the Secured Parties and their successors, transferees and assigns, and (d) inure, together with . Without limiting the rights and remedies generality of the Custodian hereunderforegoing clause (c), the Secured Parties may assign or otherwise transfer any of their rights under this Agreement to any other person in connection with any assignment permitted under any of the Underlying Master Agreements, and to the benefit extent of such assignment or transfer such person shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise to the Secured Parties. Upon payment in full of the PledgeeObligations, or the earlier expiration of the Replacement Collateral Period (as defined in the Second Amendment), subject to (x) any continuing rights of any of the Secured Parties to the enforcement of the Second Amendment and (y) posting of the full amount of all margin payments then required under the Master Netting Agreement in cash or other type of collateral permitted under the Master Netting Agreement, Grantor shall be entitled to the return, upon its request and at its expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. Upon Termination, The Secured Parties will cooperate with Grantor to effectuate any release of the security interest interests granted herein shall terminate and at any closing of a financing by Grantor to enable Grantor to post the full amount of all rights, if any, to margin payments then required under the Collateral shall revert to Master Netting Agreement in cash or other type of collateral permitted under the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderMaster Netting Agreement.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that : (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies payment in full in cash of the Custodian in writing that Secured Obligations, including the Pledgor has either (A) paid the Equity Balance cash collateralization, expiration, or (B) performed cancellation of all Secured Obligations, if any, consisting of its Obligations in fullletters of credit, and (y) the Pledgor has paid all full and final termination of its obligations any commitment to extend any financial accommodations under the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or Loan Agreement; (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor and its successors, transferees successors and assigns, and ; and (diii) inure, together with the rights and remedies of the Custodian hereunder, inure to the benefit of the PledgeeAgent and its successors, transferees, and assigns. Upon Terminationthe payment in full in cash of the Secured Obligations, including the security interest granted herein shall terminate and cash collateralization, expiration, or cancellation of all rightsSecured Obligations, if any, consisting of letters of credit, and the full and final termination of any commitment to extend any financial accommodations under the Loan Agreement, the security interests granted herein shall automatically terminate and all rights to the Pledged Collateral shall revert and be deemed re-assigned to the Pledgor. Upon Terminationany such termination, the Custodian Agent will, at the sole expense of the Pledgor’s expense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination without recourse against, representation, or warranty of any kind made by, the TerminationAgent. Such documents shall be prepared by the Pledgor and shall be in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, whereupon to the Custodian extent that any payments on the Secured Obligations or Proceeds of the Pledged Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent the Secured Obligations so satisfied shall be revived and continue as if such payment or Proceeds had not be received by the Agent for the benefit of the Lender Group and the Bank Product Providers, and the Agent’s security interests, rights, powers and remedies hereunder shall continue in full force and effect. In such event, this Agreement shall be automatically released and discharged from its obligations hereunderreinstated if it shall theretofore have been terminated pursuant to this Section 16.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) shall be binding upon the Pledgor and each Grantor, its successors, transferees successors and assigns, and (d) and inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and its successors, transferees and assigns. Upon Terminationthe payment in full of all Secured Obligations owing to all Secured Parties other than ▇▇▇▇ and the cancellation or expiration of the Letters of Credit, the security interest granted herein hereby shall automatically terminate hereunder and of record and all rights, if any, rights to the Collateral granted or arising hereunder shall revert to the PledgorGrantors; provided that if at such time a “Default” or “Event of Default” shall have occurred and be continuing under the Offtake Agreement, such termination hereof shall not occur until the payment in full of all Secured Obligations owing to ▇▇▇▇ and the termination of the Offtake Agreement. Upon Termination, any such termination the Custodian willCollateral Agent shall, at the sole expense of the PledgorGrantors’ expense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor Grantors or otherwise authorize the filing of such documents as the Pledgor Grantors shall reasonably request request, including financing statement amendments to evidence such termination. Upon any disposition of Inventory to ▇▇▇▇ or any other Person in accordance with the TerminationOfftake Agreement, whereupon the Custodian Liens granted herein on such Inventory (but not on the Proceeds thereof) shall be deemed to be automatically released with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and discharged from its obligations hereunderdeliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release. Nothing herein shall diminish or otherwise affect the rights of ▇▇▇▇ under the Offtake Agreement or any other agreement or instrument executed in connection therewith (including the rights of ▇▇▇▇ with respect to the security interest in certain collateral granted under Section 17.2 of the Offtake Agreement, which security interest shall continue notwithstanding any termination of this Agreement).

Continuing Security Interest. This Pledge Security Agreement shall create a continuing security interest in the Collateral and shall : (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) indefeasible payment in full in cash of all Secured Obligations and the Pledgee notifies termination or expiration of all Commitments and all other commitments of the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in fullSecured Parties to any Borrower pursuant to any Loan Document, including, without limitation, any Secured Hedge Agreement, and the termination or expiration of all Letters of Credit; (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the Pledgor Grantor and its successors, transferees and assigns, and ; and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and each other Secured Party and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Secured Party may assign or otherwise transfer (in whole or in part) any Note, any Loan or any Commitment held by it as provided in Section 10.11.1 of the Credit Agreement and any Secured Party may assign or otherwise transfer (in whole or in part) its rights and obligations pursuant to any Secured Hedge Agreement, and any successor or assignee thereof shall thereupon become vested with all of the rights and benefits in respect thereof granted to such Secured Party under any such Loan Document or Secured Hedge Agreement (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of Section 10.11.1 and Article IX of the Credit Agreement. Upon Terminationthe indefeasible payment in full of all Secured Obligations and the termination or expiration of all Commitments and any other commitments of any Secured Party to the Borrowers under all Loan Documents, including, without limitation, all Secured Hedge Agreements, and the termination or expiration of all Letters of Credit, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the PledgorGrantor. Upon Terminationany such payment and termination or expiration, the Custodian Collateral Agent will, at the Grantor's sole expense of the Pledgorexpense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor Grantor such documents as the Pledgor Grantor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundersuch termination.

Continuing Security Interest. This Pledge Agreement The Security Interest shall create a be continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its the Secured Obligations in full, and (y) the Pledgor has have been paid all of its obligations pursuant to the Custodian in full pursuant to Section 6.3 hereof Indenture and has fully performed all of its non-payment obligations hereunder or the other Transaction Documents; (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor and its successors, transferees successors and assigns, and ; and (diii) inure, together with the rights and remedies of the Custodian hereunder, inure to the benefit of and be enforceable by the Pledgee. Upon Termination, acting in the name and on behalf of the Secured Parties, and their respective successors and assigns; provided, however, that upon the transfer of any Pledged Assets pursuant to the terms and subject to the conditions set forth in Clause Fifth, unless an Event of Default has occurred and continues, the security interest granted herein Security Interest over such Pledged Assets shall terminate cease, and the Pledgee shall execute all rights, if any, documents provided to it which are reasonably requested in writing by the Collateral shall revert to Pledgor at the Pledgor. Upon Termination, the Custodian will, at the ’s sole expense of in order to release the relevant Pledged Assets from the Security Interest created under this Agreement. As soon as is reasonably practicable, following a written request from the Pledgor, and upon written instruction the Pledgee, within the next 5 (five) Business Days following the receipt of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by written request from the Pledgor and held by provided that the Custodian hereunder Pledgee has received written confirmation from the Secured Debt Representative that all of the Secured Obligations shall have been duly satisfied, fulfilled and execute discharged in full in accordance with the Indenture and the other Transaction Documents, shall deliver to the Pledgor a termination notice (the “Termination Notice”) substantially in the form attached hereto as Exhibit “A”, who shall present such documents as Termination Notice to the RUG. Upon delivery of the Termination Notice by the Pledgee to the Pledgor as herein contemplated, this Agreement shall reasonably request to evidence terminate and the TerminationSecurity Interest shall cease, whereupon the Custodian terminate and be released. The Pledgor shall be automatically released responsible for the payment of any and discharged from its obligations hereunderall costs, expenses or fees related to the cancellation of the Security Interest contemplated in this Agreement.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in The second sentence of Section 20 of the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon hereby deleted in its entirety and enforceable against replaced with the Pledgor and (ii) that upon following: "Without limiting the delivery generality of the Collateral to the Custodianforegoing clause (iii), the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid but subject to the Equity Balance provisions of SUBSECTION 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) performed all any Interest Rate Exchanger or Currency Exchanger may assign or otherwise transfer any Interest Rate Agreement or Currency Agreement to which it is a party to any other Lender or Affiliate of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee a Lender in accordance with the terms hereof of such Interest Rate Agreement or Currency Agreement, and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to Interest Rate Exchangers and/or Currency Exchanger as Secured Parties herein or otherwise, (each a "Termination"), Securities Pledge Agreement (cC) be binding upon the Pledgor and its successors, transferees and assigns, and (d) inure, together 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 rights applicable Other Permitted Credit Exposure Documents and remedies of such other permitted assignee shall thereupon become vested with all the Custodian hereunder, benefits in respect thereof granted to the benefit of the Pledgee. Upon Termination, the security interest granted such Other Permitted Credit Exposure Holder as a Secured Party herein shall terminate or otherwise and all rights, if any, to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without (D) any representations, warranties or recourse holder of any kind whatsoeverExisting Senior Notes, New Senior Debt, Refinancing Senior Debt or New Junior Debt may assign or otherwise transfer any Existing Senior Notes, New Senior Debt, Refinaincing Senior Debt or New Junior Debt to any other Person in accordance with the applicable Existing Senior Note Indentures, New Senior Debt Documents, Refinancing Senior Debt Documents or New Junior Debt Documents and such other Person shall thereupon become vested with all certificates and instruments representing the benefits in respect thereof granted to such holder (or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents its representative) as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundera Secured Party herein or otherwise."

Continuing Security Interest. This Pledge Security Agreement shall create creates a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) satisfaction of the Pledgee notifies conditions for release of Liens set forth in the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or Indenture; (ii) inure to the benefit of and be enforceable by the Collateral is withdrawn from Agent, the Holders, and each of their respective successors, transferees, and assigns; and (iii) be binding on each Debtor and such Debtor’s successors and assigns. No Debtor may, except as expressly permitted under the Indenture, assign any rights, duties, or obligations hereunder. Without limiting the generality of the foregoing clause (ii), the Collateral Account Agent and released the Holders may assign or otherwise transfer any of their respective rights under this Security Agreement to the Pledgee any other Person in accordance with the terms hereof (each a "Termination")and provisions of the Note Documents, Securities Pledge Agreement (c) be binding upon and to the Pledgor and its successors, transferees and assigns, and (d) inure, together extent of such assignment or transfer such Person shall thereupon become vested with all the rights and remedies benefits in respect thereof granted herein or otherwise to each Secured Party, as the case may be. Upon satisfaction of the Custodian hereunderconditions set forth in clause (i) of this Paragraph 10(a), the Collateral Agent shall execute and deliver or cause to be executed and delivered release(s) in accordance with the provisions of the Indenture governing release of liens. If any of the Collateral shall be disposed of by any Debtor in a transaction permitted by the Indenture, then the Collateral Agent, at the written request and sole expense of such Debtor, shall execute and deliver to such Debtor (or its designee) releases or other documents reasonably necessary or desirable to release or reflect of public record the release of the Liens created hereby on such Collateral; provided that, such Debtor or the Company shall have delivered to the benefit of Lead Holder and the PledgeeCollateral Agent a written request for release certifying that such transaction is in compliance with the Indenture and the other Note Documents. Upon Termination, the security interest granted herein shall terminate and all rightsNo Obligor, if any, on any of the Collateral shall ever be obligated to make inquiry as to the termination of this Security Agreement, but shall be fully protected in making payment directly to the Collateral shall revert to the Pledgor. Upon Termination, the Custodian will, at the sole expense Agent until actual notice of discharge of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderLiens hereby created.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian payment in full pursuant to Section 6.3 hereof of all the Secured Obligations and has fully performed the termination of all Commitments and the passage of its non-payment obligations hereunder 30 days after the expiration or (ii) termination of the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge AgreementLetters of Credit, (cb) be binding upon the Pledgor and its successors, transferees and assigns, and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and each other Secured Party. Without limiting the foregoing clause (c), any Bank may assign or otherwise transfer (in whole or in part) any Note or 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 Bank under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of subparagraph 11(H) and paragraph 8 of the Credit Agreement. Upon Terminationthe payment in full of all the Secured Obligations and the termination of all Commitments and the passage of 30 days after the expiration or termination of the Letters of Credit, the security interest granted herein shall terminate and all rights, if any, rights to the Collateral shall revert to the Pledgor. Upon Terminationany such termination, the Custodian Collateral Agent will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Shares, together with all other Collateral owned by the Pledgor and held by the Custodian hereunder Collateral Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundersuch termination.

Continuing Security Interest. Assignments under Credit ----------------------------------------------------- Agreement. This Pledge Agreement shall create a continuing security interest in ---------- the Pledged Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either latest of (A) paid the Equity Balance or payment in full of the Secured Obligations and all other amounts payable under this Agreement, (B) performed all of its Obligations in fullthe Termination Date, and (yC) the Pledgor has paid expiration or termination of all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or Bank Hedge Agreements, (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (each a "Termination"), Securities Pledge Agreement (c) be binding upon the Pledgor Pledgor, its successors and assigns, and (iii) inure to the benefit of, and be enforceable by, the Lender and its successors, transferees and assigns, and (d) inure, together with . Without limiting the rights and remedies generality of the Custodian hereunderforegoing clause (iii), the Lender may, to the benefit extent permitted by Section 8.07 of the PledgeeCredit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of the Commitment, the Advances and the Notes) to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to the Lender herein or otherwise. Upon Terminationthe later of the payment in full of the Secured Obligations and all other amounts payable under this Agreement and the expiration or termination of the Commitment, the security interest granted herein hereby shall terminate and all rights, if any, rights to the Pledged Collateral shall revert to the Pledgor. Upon Terminationany such termination, the Custodian Lender will, at the sole expense Pledgor's expense, return to the Pledgor such of the Pledgor, and upon written instruction of the Pledgor, deliver Pledged Collateral as shall not have been sold or otherwise applied pursuant to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder terms hereof and execute and PLEDGE AGREEMENT deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereundersuch termination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian payment in full pursuant of all Secured Obligations (other than inchoate indemnification obligations with respect to Section 6.3 hereof claims, losses or liabilities which have not yet arisen and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account are not yet due and released to the Pledgee in accordance with the terms hereof (each a "Termination"payable), Securities Pledge Agreement the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, (cb) be binding upon the Pledgor and each Grantor, its successors, transferees successors and assigns, and and (dc) inure, together with the rights and remedies of the Custodian Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, transferees and assigns. Without limiting the Pledgeegenerality of the foregoing clause (c), but subject to the provisions of subsection 10.1 of the Credit Agreement and subsection 9.1 of the Term Loan Credit Agreement, any Secured Party may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to herein or otherwise. Upon Terminationthe payment in full of all Secured Obligations (other than inchoate indemnification obligations with respect to claims, losses or liabilities which have not yet arisen and are not yet due and payable), the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted herein hereby shall terminate and all rights, if any, rights to the Pledged Collateral shall revert to the Pledgorapplicable Grantor. Upon Termination, the Custodian any such termination Collateral Agent will, at the sole expense of the Pledgorapplicable Grantor's expense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such Grantor such documents as the Pledgor such Grantor shall reasonably request to evidence such termination in accordance with the Termination, whereupon terms of the Custodian Intercreditor Agreement and such Grantor shall be automatically released entitled to the return, upon its request and discharged from at its obligations hereunderexpense, against receipt and without recourse to Collateral Agent, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Collateral and shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that shall (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect until (i) (x) the Pledgee notifies the Custodian in writing that the Pledgor has either (A) Obligations have been paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations to the Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof provisions of the Credit Agreement and the Commitments have expired or have been terminated, (each a "Termination"), Securities Pledge Agreement (cii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the Pledgor benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), and (d) inureany Lender may, together in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and remedies obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Custodian hereunder, to Secured Obligations in accordance with the benefit provisions of the Pledgee. Upon TerminationCredit Agreement and the expiration or termination of the Commitments, the security interest Guaranty made and the Security Interest granted herein hereby shall terminate and all rights, if any, rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, upon Borrowers’ request, Agent will authorize the Pledgorfiling of appropriate termination statements to terminate such Security Interest. Upon TerminationNo transfer or renewal, the Custodian willextension, at the sole expense assignment, or termination of this Agreement or of the PledgorCredit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Revolving Loans or other loans made by any Lender to any Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion. (b) If any member of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Secured Obligation or on account of any other obligation of any Loan Party under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and upon written instruction as to all reasonable costs, expenses, and attorneys’ fees of such member of the PledgorLender Group or Bank Product Provider related thereto, deliver (i) the liability of the Loan Parties with respect to the Pledgoramount or property paid, without refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist, and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer had never been made. If, prior to any representationsof the foregoing, warranties (A) Agent’s Liens shall have been released or recourse terminated, or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any kind whatsoever, all certificates and instruments representing Loan Party in respect of such liability or evidencing all any Collateral owned by the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor securing such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderliability.

Continuing Security Interest. This Pledge Assignment In relation to any Pledgor, this Agreement shall create a continuing security interest in the that Pledgor's Collateral and shall shall (a) become effective only upon the Custodian's receipt of an opinion letter of counsel, to the effect that (i) this Pledge Agreement is binding upon and enforceable against the Pledgor and (ii) that upon the delivery of the Collateral to the Custodian, the security interest created hereunder is a valid security interest, (b) remain in full force and effect with respect to that Pledgor until the earlier of (i) (x) the Pledgee notifies the Custodian in writing resignation of that the Pledgor has either (A) paid the Equity Balance or (B) performed all of its Obligations in full, and (y) the Pledgor has paid all of its obligations pursuant to the Custodian in full pursuant to Section 6.3 provisions hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Collateral is withdrawn from the Collateral Account and released termination of this Agreement pursuant to the Pledgee in accordance with the terms hereof Section 25 hereof, (each a "Termination"), Securities Pledge Agreement (cb) be binding upon the each Pledgor and its successors, transferees the Pledgee and assigns, and their respective successors and permitted assigns and (dc) inure, together with the rights and remedies of the Custodian hereunderPledgee, to the benefit of the PledgeePledgee and its respective successors, permitted transferees and assigns. Upon TerminationWithout limiting the generality of the foregoing clause (c), the security interest Pledgee may assign or otherwise transfer to any other Person all or any portion of its rights and obligations under this Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein shall terminate and all rights, if any, to the Collateral shall revert Pledgee herein or otherwise; provided that such assignment or transfer is to a Permitted Transferee as defined under the Pledgorterms of the Master Agreement to whom the Pledgee in its capacity as provider of Credits under the Master Agreement is making a contemporaneous assignment of its rights and obligations under the Master Agreement in accordance with the terms thereof. Upon Termination, the Custodian Each Pledgor will, at the sole expense of the PledgorPledgee, and upon written instruction of the Pledgormake, execute, endorse, acknowledge, file and/or deliver to the Pledgee such confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps related to that Pledgor's Collateral and other property or rights covered by the security interest hereby granted, without which the Pledgee deems reasonably advisable to perfect, preserve or protect its security interest in that Pledgor's Collateral, including any representations, warranties actions which may be required or recourse advisable as a result of any kind whatsoeveramendment or supplement to applicable laws, all certificates and instruments representing or evidencing all Collateral owned by including the Pledgor and held by the Custodian hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence the Termination, whereupon the Custodian shall be automatically released and discharged from its obligations hereunderNYUCC.