Common use of Continuing Security Interest Clause in Contracts

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) 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; (b) be binding upon Grantor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the 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 any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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. This Pledge Agreement creates 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 termination 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 of to the Banks to make Loans under the Credit Agreement and the payment Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Obligations; Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (beach a "Termination"), Securities Pledge Agreement (c) be binding upon Grantor, the Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the 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 , and (d) inure, together with the generality rights and remedies of the foregoing clause (c)Custodian hereunder, to the benefit of the Pledgee. Upon Termination, the Loan Agent security interest granted herein shall terminate and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreementall rights, and if any, to the extent of such assignment or transfer such Person Collateral shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise revert to the Loan Agent or the Banks, as the case may bePledgor. 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 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. At any time and from time to time prior to such termination of the security interestsTermination, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent Custodian will, at the sole expense of Grantorthe 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 Grantor the Pledgor such documents as Grantor the Pledgor shall reasonably request to evidence the termination of Termination, whereupon the security interests or the release of such Collateral, as the 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 Custodian shall be revived automatically released and continue 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 interestsdischarged from its obligations hereunder.

Continuing Security Interest. This Pledge Agreement creates shall, subject to the provisions of this Section 2.6, create a continuing security interest in the Collateral and shall shall: (a) remain in full force and effect until the termination occurrence of a Discharge Event or release of the obligations applicable Pledgor in accordance with Section 13.1 of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Agreement; (b) be binding upon Grantor, its the Pledgors and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and and (c) inure enure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, Agent for the Loan Agent and the Banks and their respective successors, transferees and assigns. Without limiting the generality benefit of the foregoing clause (c), Secured Parties. None of the Loan Collateral Agent and or the Banks Secured Parties may assign or otherwise transfer any of their respective rights right, title or interest in, to or arising under this Pledge Agreement to any other Person except in accordance with the terms and provisions of Section 10.07 of governing assignment by the Credit Agreement, and to the extent of such assignment or transfer such Person shall thereupon become vested with all the benefits Secured Parties contained 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon the occurrence of a Discharge Event, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgors. Upon the occurrence of any such termination of the security interests or release of CollateralDischarge Event, the Bank Collateral Agent will, at the Pledgors’ sole expense, deliver to the Pledgors, without any representations, warranties or recourse of any kind whatsoever (except a representation that the Collateral Agent has not assigned the same nor created a Lien on or otherwise encumbered same), all certificates and instruments representing or evidencing all Pledged Shares and Pledged Debt, together with all other Collateral held by the Collateral Agent hereunder, and execute and deliver to the Pledgors such documents as the Pledgors shall reasonably request to evidence such termination, at the sole cost and expense of Grantorthe Pledgors. Upon any disposition permitted by the Credit Agreement of any item of Collateral owned by a Pledgor in compliance with the terms of the Credit Agreement and the other Credit Documents, the Collateral Agent will, at such Pledgor’s request and expense, execute and deliver to Grantor such Pledgor such documents as Grantor such Pledgor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 item 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 revived and continue 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 interestsinterest granted hereby.

Continuing Security Interest. This Pledge Agreement creates ---------------------------- shall create a continuing security interest in the Collateral and shall shall (a) 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 all Secured Obligations and the Obligations; termination of all contractual obligations of the Bank under any Credit Document to extend credit of any nature to Borrower, (b) be binding upon Grantorthe Pledgor and its successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective its successors, transferees transferees, and assigns. Without limiting the generality of the foregoing clause (c), pursuant to the Loan Agent and terms of the Banks Credit Documents, the Bank may assign assign, or otherwise transfer any of their respective rights under this Agreement (in whole or in part) the Secured Obligations to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreementor entity, and to the extent of such assignment other Person or transfer such Person entity shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise to the Loan Agent Bank under any Credit Document (including this Pledge Agreement) or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and payment in full of the Secured Obligations and the termination of all amounts owing 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 to the Bank Collateral Agent, Grantor shall be entitled revert 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit AgreementPledgor. Upon any such termination of the security interests or release of Collateraltermination, the Bank Collateral Agent will, at the expense Pledgor's sole expense, deliver to the Pledgor, without any representations or warranties of Grantorany kind whatsoever, all certificates and instruments representing or evidencing all Pledged Securities of the Pledgor, together with all other Collateral held by the Bank hereunder, and execute and deliver to Grantor the Pledgor, at the Pledgor's sole expense, such documents as Grantor the Pledgor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) 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 and performance of the all Borrower Obligations; , (b) be binding upon Grantor, the Borrower and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the 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 , and (c) inure, together with the generality rights and remedies of the foregoing clause (c)Administrative Agent hereunder, to the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms and provisions of Section 10.07 benefit of the Credit Agreement, Secured Parties 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 betheir successors and assigns. Upon the termination later of (x) the obligations of the Banks to make Loans under the Credit Agreement and irrevocable payment in full and performance of all Borrower Obligations and (y) the occurrence of the Obligations Commitment Termination Date, the security interest granted herein shall, immediately and without further action, terminate and be released, all amounts owing rights to the Bank Collateral Agent, Grantor shall revert to the Borrower and any funds then remaining on deposit in the Collection Account shall be entitled remitted to the returnBorrower; provided, that if any claim is ever made upon its request and at its expense, any Secured Party for the repayment or recovery of such any amount received by it in payment or on account of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release 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 with the prior written consent shall immediately be reinstated notwithstanding any action to terminate and release all rights of the Loan Administrative Agent and (for the Banks or as may be required hereby or by benefit of the Credit AgreementSecured Parties) in the Collateral. Upon any such termination of the security interests or release of Collateraland release, the Bank Collateral Administrative Agent will, at the expense of GrantorBorrower’s sole expense, deliver to the Borrower all certificates and instruments representing or evidencing any Collateral, and execute and deliver to Grantor the Borrower such documents as Grantor the Borrower shall prepare and reasonably request to evidence such termination and release. The Borrower will perform such acts and execute and deliver to the termination Administrative 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, including, without limitation, the execution of any financing statements or continuation statements for filing under the provisions of the security interests or the release UCC of such Collateralany applicable jurisdiction; provided, as the case may be. To the extent however, 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 Borrower will not be fraudulent or preferential, set aside, subordinated, required to be repaid take any further action with respect to a trustee, receiver or any perfection other person or entity than the filing of financing statements and continuation statements 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 revived and continue 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 interestsUCC.

Continuing Security Interest. This Pledge and Security Agreement creates shall create a continuing security interest Lien in the Issuer Pledged Collateral and shall (a) remain in full force and effect until the termination of release thereof pursuant to Section 15.1 or the obligations of the Banks sale thereof pursuant to make Loans under the Credit Agreement and the payment in full of the Obligations; (b) Section 11.1, shall be binding upon Grantoreach Equityholder and its respective successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; assigns and (c) shall inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent Trustee and the Banks and their respective its successors, transferees and assigns. Without limiting ; provided, however, that no Equityholder may (unless otherwise permitted under the generality terms of the foregoing clause Indenture) assign any of its obligations hereunder without the prior written consent of the Noteholders or the Trustee pursuant to the Indenture (cprovided, 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 Trustee to be bound by the provisions of this Pledge and Security Agreement), the Loan Agent . The Trustee and the Banks Noteholders may assign or otherwise transfer any indebtedness held by any of their respective rights under them secured by this Pledge and Security Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementIndenture, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Trustee 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 interestsotherwise.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) 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; Termination Date; (b) be binding upon Grantor, each Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Secured Party may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement Revolving Credit Commitment or Swing Line Loan Commitment or Loan held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer 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 otherwise in any other Loan Document to survive the Termination Date) and the security interest granted herein shall terminate and all rights to the Loan Agent or Collateral shall revert to each Pledgor on the BanksTermination Date. Additionally, upon the designation of any Restricted Subsidiary as the case may be. Upon the termination an Unrestricted Subsidiary in accordance with Section 7.1.12 of the obligations of the Banks to make Loans under the Credit Agreement and payment 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 of the Obligations force and all amounts owing to the Bank Collateral Agent, 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreementeffect. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Administrative Agent will, at each Pledgor’s sole expense, deliver to 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 held by the expense of GrantorAdministrative Agent hereunder, and execute and deliver to Grantor such Pledgor such documents as Grantor such Pledgor shall reasonably request to evidence such termination or release. Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Pledgor agrees that: (i) to the extent that, after payment in full of all Obligations, the termination, expiration or Cash Collateralization of all Letters of Credit, and the termination of the security interests or the release of such Collateralall Hedging Agreements, as the 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 is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, subordinatedrecovered, rescinded or is required to be retained by or repaid to a trustee, receiver receiver, or any other person or entity Person under any bankruptcy actcode, state or federal common law, common law or equitable cause, or recovered from then the Bank Lien and security interest in the 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 created hereunder shall be revived revived, reinstated and continue continued in full force and effect, as if such said payment or proceeds had not been received made; and (ii) the Lien and security interest in the Collateral created hereunder shall not be released or discharged by any payment to the Bank Collateral Agent, the Loan Administrative Agent or any Bank and applied on account Secured Party from any source that is thereafter paid, returned or refunded in whole or in part by reason of the Obligationsassertion of a claim of any kind relating thereto, and the security interests shall continue to secure such Obligationsincluding, and all rights but not limited to, any claim for breach of Grantor in the Collateral shall be subject to such security interestscontract, breach of warranty, preference, illegality, invalidity, or fraud asserted by any account debtor or by any other Person.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect This Agreement shall create a continuing Lien on the Collateral until the release thereof pursuant to Section 18 hereof. Upon termination of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; (b) be binding upon Grantor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure pursuant to the benefit terms of and be enforceable by the Bank Collateral AgentSection 18 hereof, 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 any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, 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 Pledgor shall be entitled to the return, promptly 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. At any time and from time . (b) Except as may expressly applicable pursuant to time prior to such termination Section 9-505 of the security interestsUniform Commercial Code, no action taken or omission to act by the Bank Collateral Agent may release 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 with the prior written consent in satisfaction of the Loan Agent and the Banks Obligations or as may otherwise to be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Collateral Agent and the Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is hereinafter provided in subsection (c) below. (c) To the extent any such payment payments on the Obligations or proceeds or any part thereof of the Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside, subordinated, aside or required to be repaid to a trustee, debtor in posssession, receiver or any other person or entity Person 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, then to the such extent of such payment or proceeds received, the Obligations or part thereof intended to be so satisfied shall be revived and continue 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 ObligationsSecured Parties, and the Collateral Agent's and the Secured Parties' security interests interests, rights, powers and remedies hereunder shall continue to secure in full force and effect. In such Obligationsevent, and all rights of Grantor in the Collateral this Agreement shall be subject automatically reinstated if it shall theretofore have been terminated pursuant to such security interestsSection 27.

Continuing Security Interest. Assignments under Credit Agreement. This Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination Obligations have been paid in full in cash in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Agreement, (b) be binding upon Grantoreach of the Grantors, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of of, and be enforceable by by, the Bank Collateral Agent, the Loan Agent and the Banks and their respective its 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 any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and payment in full in cash of the Obligations in accordance with the provisions of the Credit Agreement, the Security Interest granted hereby shall terminate and all amounts owing rights to the Bank Collateral shall revert to Grantors or any other Person entitled thereto, and the Collateral Agent shall execute and deliver to the Grantors, at the Grantors’ expense, all termination statements, releases and other documents (without recourse and without representation or warranty) which the Grantors shall reasonably, in each case, request to evidence such termination and authorize the filing of any such termination, release or other document executed and delivered by the 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, Grantor shall be entitled to the return, upon its request and at its expense, of such nor any other act of the Collateral as Secured Creditors, or any of them, shall not have been sold or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Grantors from any obligation, except a release or discharge executed in writing by the Collateral Agent in accordance with the prior written consent provisions of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon The Collateral 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 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 termination 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 security interests Credit Agreement or release of Collateralthe other Credit Documents, the Bank Security Interest granted hereby with respect to such Collateral shall terminate (but shall attach to the Proceeds or products thereof) and the Collateral Agent willshall, at the reasonable request and at the expense of the applicable Grantor, execute provide evidence (without recourse and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests without any representation or the release warranty) of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. This Pledge Agreement creates shall create a continuing security interest in the Collateral and shall shall (a) 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 all the Obligations; Secured Obligations and the termination of all Commitments and the passage of 30 days after the expiration or termination of the Letters of Credit, (b) be binding upon Grantor, the Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Bank may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement Note or Loan held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreementor entity, and to the extent of such assignment other Person or transfer such Person entity shall thereupon become vested with all the rights and benefits in respect thereof granted herein to such Bank under any Loan Document (including this Pledge Agreement) or otherwise otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the Loan Agent or the Banks, as the case may be. Upon the termination provisions of the obligations subparagraph 11(H) and paragraph 8 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such the 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 security interests or release Letters of CollateralCredit, the Bank security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Collateral Agent will, at the expense Pledgor's sole expense, deliver to the Pledgor, without any representations, warranties or recourse of Grantorany kind whatsoever, all certificates and instruments representing or evidencing all Pledged Shares, together with all other Collateral held by the Collateral Agent hereunder, and execute and deliver to Grantor the Pledgor such documents as Grantor the Pledgor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) 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; Termination Date; (b) be binding upon each Grantor, its successors successors, transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and and (c) inure to the benefit of Chase and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees its successors and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks Chase may assign or otherwise transfer (in whole or in part) the Credit Agreement or any Letter of their respective rights under this Agreement Credit to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted herein to Chase under any Loan Document or otherwise to the Loan Agent or the Banks, as the case may beotherwise. 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 Agentsale, 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 transfer or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release other disposition of Collateral, the Bank 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 Agent 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 to the Collateral shall revert to each Grantor on the Termination Date. Upon any sale, transfer, disposition or termination described in any of the immediately preceding sentences in this paragraph, Chase will, at the expense of applicable Grantor’s sole expense, execute and deliver to Grantor such Grantor, without any representations, warranties or recourse, such documents as such Grantor shall may reasonably request to evidence such termination, release or reassignment. Notwithstanding anything to the termination of the security interests contrary contained herein or the release of such Collateralin any other Loan Document, as the case may be. To each Grantor agrees that: (i) to the extent that that, after payment in full of all Obligations and the Bank Collateral Agenttermination, the Loan Agent expiration or any Bank receives any payment on account cash collateralization of the Obligationsall Letters of Credit, or any proceeds of Collateral are applied on account of the Obligations, and any such payment or proceeds or any part thereof are is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, subordinatedrecovered, rescinded or is required to be retained by or repaid to a trustee, receiver receiver, or any other person or entity Person under any bankruptcy actcode, state or federal common law, common law or equitable cause, or recovered from then the Bank Lien and security interest in the 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 created hereunder shall be revived revived, reinstated and continue continued in full force and effect, as if such said payment or proceeds had not been received by made; and (ii) the Bank Collateral Agent, the Loan Agent or any Bank lien and applied on account of the Obligations, and the security interests shall continue to secure such Obligations, and all rights of Grantor interest in the Collateral created hereunder shall not be subject released or discharged by any payment to such security interestsChase from any 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 Security Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) remain in full force and effect until indefeasible payment in full in cash of all Secured Obligations and the termination of all Revolving Commitments and any other commitments of a Secured Party to the obligations of Borrower or the Banks Grantor or any other Obligor pursuant to make Loans under the Credit Agreement any Transaction Document and the payment in full termination or expiration of the Obligationsall Letters of Credit; (b) be binding upon Grantorthe Grantor and its successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks each other Secured Party and their its respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Secured Party may assign or otherwise transfer (in whole or in part) any of their respective rights under this 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 any other Person in accordance with the terms and provisions of Section 10.07 of the Credit which it is a party or Revolving Secured Hedge Agreement, and to the extent of such assignment any successor or transfer such Person assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted herein to such Secured Party under any Transaction Document (including this Security Agreement), or otherwise 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 the 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 to the Collateral shall revert to the Grantor. If at any time all or any part of any payment theretofore applied by the Collateral Agent or any Secured Party to any of the BanksSecured 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 insolvency, bankruptcy, reorganization or other similar proceeding of the Grantor 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 this Security Agreement shall continue to be effective or reinstated, as the case may be. Upon the termination of the obligations of the Banks , as to make Loans under the Credit Agreement and payment in full of the Obligations and such Secured Obligations, all amounts owing to the Bank Collateral Agent, Grantor shall be entitled to the return, upon its request and at its expense, of as though such of application by the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue in full force and effect, as if such payment or proceeds Secured Party 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 interestsmade.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Agreement creates shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the termination Secured Obligations have been paid in full in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Commitments have expired or have been terminated, (bii) be binding upon each Grantor, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of of, and be enforceable by the Bank Collateral by, Administrative Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns and the other Secured Parties and their successors and assigns. Without limiting the generality of the foregoing clause (ciii), the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and payment in full of the Secured Obligations and all amounts owing to in accordance with the Bank Collateral Agent, Grantor shall be entitled to the return, upon its request and at its expense, of such provisions of the Collateral as shall not have been sold Credit Agreement and the expiration or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interestsCommitments, the Bank Collateral Agent may release any of Guaranty made and the Security Interest granted hereby shall terminate and all 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 filing of appropriate termination statements to terminate such Security Interest and will otherwise comply with the prior written consent its obligations under Section 10.13 of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such No transfer or renewal, extension, assignment, or termination of the security interests this Agreement or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such CollateralCredit Agreement, as the case may be. To the extent that the Bank Collateral Agent, the any other Loan Agent or any Bank receives any payment on account of the ObligationsDocument, or any proceeds 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 Borrowers, nor the taking of Collateral are applied on account further security, nor the retaking or re-delivery of the ObligationsCollateral to Grantors, or any of them, by Administrative Agent, nor any other act of the Secured Parties, or 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 right or remedy on any occasion shall not be construed as a bar to the exercise of any such 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 proceeds or other Person and applied to the Secured Obligations is at any part thereof are subsequently time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential, set aside, subordinated, preferential or otherwise required to be repaid refunded or repaid, or the proceeds of any Collateral are required to a be returned by Administrative Agent or any other Secured Party to such Grantor, its estate, trustee, receiver or any other person or entity party, including any Grantor, under any bankruptcy actlaw, 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 receivedrepayment, the Obligations any Lien or part thereof intended to be satisfied other Collateral securing such liability shall be revived and continue remain in full force and effect, as fully as if such payment or proceeds had not never been received by the Bank Collateral Agentmade. If, the Loan Agent or prior to any Bank and applied on account of the Obligationsforegoing, (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 effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the security interests shall continue to secure obligations of any such Obligations, and all rights of Grantor in respect of any Lien or other Collateral securing such obligation or the Collateral shall be subject to amount of such security interestspayment.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Agreement creates shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the termination US Obligations have been paid in full in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Commitments have expired or have been terminated, (bii) be binding upon each Grantor, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of of, and be enforceable by the Bank Collateral by, Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Guaranty made and the Security Interest granted hereby shall terminate and all amounts owing rights to the Bank Collateral Agent, Grantor shall be revert to Grantors or any other Person entitled to the returnthereto. At such time, upon its request US Borrower’s request, Agent will file or authorize the filing of appropriate termination statements to terminate such Security Interest. 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 at its expensedelivered 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 such further security, nor the retaking or re-delivery of the Collateral as shall not have been sold to Grantors, or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of them, by Agent, nor any other act of the security interests, Lender Group or the Bank Collateral Agent may Product Providers, or any of them, shall release any of the Collateral Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the prior written consent provisions of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon 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 termination of the security interests right or release of Collateralremedy which Agent would otherwise have had on any other occasion. (b) Each Grantor agrees that, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the case may be. To the extent that the Bank Collateral Agent, the Loan Agent or any Bank receives if any payment on account of made by any Grantor or other Person and applied to the ObligationsSecured Obligations is at any time annulled, or any proceeds of Collateral are applied on account of the Obligationsavoided, and any such payment or proceeds or any part thereof are subsequently set, aside, rescinded, invalidated, declared to be fraudulent or preferential, set aside, subordinated, preferential or otherwise required to be repaid refunded or repaid, or the proceeds of any Collateral are required to a be returned by Agent or any other member of the Lender Group to such Grantor, its estate, trustee, receiver or any other person or entity party, including any Grantor, under any bankruptcy actlaw, 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 receivedrepayment, the Obligations any Lien or part thereof intended to be satisfied other Collateral securing such liability shall be revived and continue remain in full force and effect, as fully as if such payment or proceeds had not never been received by the Bank Collateral Agentmade. If, the Loan Agent or prior to any Bank and applied on account of the Obligationsforegoing, (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 effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the security interests shall continue to secure obligations of any such Obligations, and all rights of Grantor in respect of any Lien or other Collateral securing such obligation or the Collateral shall be subject to amount of such security interestspayment.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination Obligations (other than contingent indemnification obligations) have been paid in full in cash in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Indenture, (b) be binding upon Grantoreach of Grantors, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of of, and be enforceable by the Bank Collateral by, Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting the generality Upon (i) payment in full in cash of the foregoing clause Obligations (cother than contingent indemnification obligations) in accordance with the provisions of the Indenture, (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 Loan Agent Grantors and the Banks may assign or otherwise transfer any of 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 applicable Collateral and all rights under this Agreement to the Collateral shall revert to Grantors or any other Person in accordance with entitled thereto. At such time, Agent will, subject to the terms and provisions of Section 10.07 of the Credit Agreement, 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of GrantorIndenture, execute and deliver to the applicable Grantor such documents (as provided by such Grantor) including the 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 shall reasonably request to evidence 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 the security interests this Agreement or the release of such Collateral, as the case may be. To the extent that the Bank Collateral Agent, the Loan Agent or any Bank receives any payment on account of the ObligationsIndenture, any other Security Document, or any proceeds 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 Collateral are applied on account further security, nor the retaking or re-delivery of the ObligationsCollateral to Grantors, and any such payment or proceeds or any part thereof are subsequently invalidatedof them, declared to be fraudulent or preferentialby Agent, set asidenor any other act of the Secured Parties, subordinated, required to be repaid to a trustee, receiver or any other person of them, shall release any of Grantors from any obligation, except a release or entity under discharge executed in writing by Agent in accordance with the provisions of the Indenture. Agent shall not by any bankruptcy act, state delay, omission or federal lawotherwise, common law be deemed to have waived any of its rights or equitable causeremedies hereunder, or recovered from the Bank Collateral Agent, the Loan unless such waiver is in writing and signed by Agent or any Bank for any other reason, then, 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 payment right or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds remedy which Agent would otherwise have had not been received by the Bank Collateral Agent, the Loan Agent or on 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 interestsother occasion.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall (a) 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; (b) be binding upon each Grantor, its successors and assigns, provided that Grantor may not assign any of its and inure, together with the rights or obligations under this Agreement without the prior written consent and remedies of the Banks; and (c) inure Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting Upon the generality payment in full of all Secured Obligations owing to all Secured Parties other than Xxxx and the cancellation or expiration of the foregoing clause (c)Letters of Credit, the Loan Agent security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral granted or arising hereunder shall revert to the Grantors; 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 Xxxx and the Banks may assign termination of the Offtake Agreement. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise transfer authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of their respective rights under this Agreement Inventory to Xxxx or any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Offtake Agreement, and to the extent of such assignment or transfer such Person shall thereupon become vested with all the benefits in respect thereof Liens granted herein or otherwise to on such Inventory (but not on 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 Proceeds thereof) shall be entitled deemed to be automatically released with no further action on the return, upon its request and at its expense, part of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereofany Person. At any time and from time to time prior to such termination of the security interests, the Bank The Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent willshall, at the expense of applicable Grantor’s expense, execute and deliver to Grantor or otherwise authorize the filing of such documents as such Grantor shall reasonably request request, in form and substance reasonably satisfactory to evidence the termination of the security interests or the release of such Collateral, as the case may be. To the extent that the Bank Collateral Agent, including financing statement amendments to evidence such release. Nothing herein shall diminish or otherwise affect the Loan Agent or any Bank receives any payment on account rights of Xxxx under 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 Offtake Agreement or any other person agreement or entity under any bankruptcy act, state or federal law, common law or equitable cause, or recovered from instrument executed in connection therewith (including the Bank Collateral Agent, the Loan Agent or any Bank for any other reason, then, rights of Xxxx with respect to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue security interest 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 certain collateral granted under Section 17.2 of the ObligationsOfftake Agreement, and the which security interests interest shall continue to secure such Obligations, and all rights notwithstanding any termination of Grantor in the Collateral shall be subject to such security intereststhis Agreement).

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination earlier of the obligations of the Banks to make Loans under the Credit Agreement and the (i) payment in full of the Obligations, or (ii) such time as the Replacement Collateral Period (as defined in the Second Amendment) has expired and 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 Secured Parties will, upon reasonable request of Grantor, promptly file UCC-3 releases of the security interests granted herein; (b) be binding upon Grantor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks Secured Parties may assign or otherwise transfer any of their respective rights under this Agreement to any other Person person in accordance connection with the terms and provisions of Section 10.07 any assignment permitted under any of the Credit AgreementUnderlying Master Agreements, and to the extent of such assignment or transfer such Person 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 beSecured Parties. 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 Obligations, 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 Bank Collateral Agentenforcement 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. At The Secured Parties will cooperate with Grantor to effectuate any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests granted herein at any closing of a financing by Grantor to enable Grantor to post the full amount of all margin payments then required under the Master Netting Agreement in cash or release other type of Collateral, collateral permitted under the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 interestsMaster Netting Agreement.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination Obligations have been paid in full in cash in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Agreement, (b) be binding upon Grantoreach of the Grantors, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of of, and be enforceable by the Bank Collateral by, Agent, the Loan Agent and the Banks and their respective its 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 any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits and obligations in respect thereof granted to the Lender herein or otherwise otherwise. Upon payment in full in cash of the Obligations in accordance with the provisions of the Credit Agreement, the Security Interest granted hereby shall terminate and this Agreement and all rights to the Loan Collateral shall revert to Grantors or any other Person entitled thereto. In addition, the Security 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 Banksfiling of appropriate termination statements to terminate the Security Interests granted hereby. No transfer or renewal, as the case may be. Upon the extension, assignment, or termination of the obligations this Agreement or of the Banks Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to make Loans under 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 payment in full of the Obligations and all amounts owing to the Bank Collateral Agent, 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. At any time and from time to time prior to such termination conditions of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any , then the Security Interest granted hereby solely with respect to such termination Collateral shall be deemed to be automatically released and the Agent, on behalf of the security interests or release of Collateral, the Bank Collateral Agent willLenders, at the expense request of such Grantor, shall promptly execute and deliver to such Grantor all documents, and take such documents as Grantor shall other action, reasonably request to evidence the termination of the security interests or necessary for the release of the Security Interest created hereby or by any other Loan Document on such Collateral, as the 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 revived and continue 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. This Pledge Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) remain in full force and effect until the termination date that is 15 days after the later of (x) the obligations of the Banks to make Loans under the Credit Agreement and the indefeasible payment in full in cash or performance of all Secured Obligations and (y) the Obligationstermination or expiration of all commitments of Buyer to Grantor and each Subsidiary under all Transaction Documents; (b) be binding upon GrantorGrantor and its successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to inure, together with the benefit rights and remedies of Buyer and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their its respective successors, transferees and assigns. Without limiting On the generality date that is 15 days after the later of (x) the foregoing clause (c), the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, 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 indefeasible payment in full in cash of the all Secured Obligations and (y) the termination or expiration of all amounts owing commitments of Buyer to Grantor and each Subsidiary under all Transaction Documents, the security interest granted herein shall terminate and all rights to the Bank Collateral Agent, Grantor shall be entitled revert 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit AgreementGrantor. Upon any such payment and termination of the security interests or release of Collateralexpiration, the Bank Collateral Agent Buyer will, at the expense of Grantor’s sole expense, deliver to Grantor, without any representations, warranties or recourse of any kind whatsoever 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 Collateral held by Buyer hereunder, and execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination such termination. If at any time all or any part of any payment theretofore applied by Buyer to any of the security interests Secured Obligations is or must be rescinded or returned by Buyer for any reason whatsoever (including, without limitation, the 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 of such Collateralprovided to Grantor, and this Pledge Agreement shall continue to be effective or reinstated, as the case may be. To the extent that the Bank Collateral Agent, the Loan Agent or any Bank receives any payment on account of the as to such Secured Obligations, or any proceeds of Collateral are applied on account of the Obligations, and any all as though 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 revived and continue in full force and effect, as if such payment or proceeds application by Buyer 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 interestsmade.

Continuing Security Interest. This Pledge Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination of the obligations of the Banks to make Loans under the Credit Agreement and the indefeasible payment in full in cash of all Secured Obligations, the termination or expiration of all Commitments and all other commitments of the ObligationsLender Parties to the Pledgor, the Borrower and the other Obligors pursuant to any Loan Document, and the termination or expiration of all Letters of Credit; (b) be binding upon Grantorthe Pledgor and its successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and of the Banks other Lender Parties and their respective successors, transferees transferees, and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Lender may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement to any other Person Loan held by it as provided in accordance with the terms and provisions of Section 10.07 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 to the extent of such assignment any successor or transfer such Person assignee shall thereupon become vested with all the rights and benefits in respect thereof granted herein to such Lender Party under any Loan Document (including this Pledge Agreement), or otherwise otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the Loan Agent or provisions of Section 10.12 and Article IX of the BanksCredit Agreement, as and, with respect to the case may beHedging Agreements, the limitation on rights in collateral pursuant to the Security Documents. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and indefeasible payment in full in cash of the all Secured Obligations and the termination or expiration of all amounts owing Commitments and any other commitments of any Lender Party to the Bank Collateral AgentBorrower and the termination or expiration of all Letters of Credit, Grantor the security interest granted herein shall be entitled terminate and all rights 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 revert to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit AgreementPledgor. Upon any such payment and termination of the security interests or release of Collateralexpiration, the Bank Collateral Agent will, at the expense Pledgor's sole expense, deliver to the Pledgor, without any representations, warranties or recourse of Grantorany kind whatsoever, all certificates and instruments representing or evidencing all Pledged Shares, together with all other Collateral held by the Collateral Agent hereunder, and execute and deliver to Grantor the Pledgor such documents as Grantor the Pledgor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. This Pledge Agreement creates 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 termination 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 of to the Banks to make Loans under the Credit Agreement and the payment Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment obligations hereunder or (ii) the Obligations; Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (beach a "Termination"), (c) be binding upon Grantor, the Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the 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 , and Securities Pledge Agreement (d) inure, together with the generality rights and remedies of the foregoing clause (c)Custodian hereunder, to the benefit of the Pledgee. Upon Termination, the Loan Agent security interest granted herein shall terminate and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreementall rights, and if any, to the extent of such assignment or transfer such Person Collateral shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise revert to the Loan Agent or the Banks, as the case may bePledgor. 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 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. At any time and from time to time prior to such termination of the security interestsTermination, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent Custodian will, at the sole expense of Grantorthe 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 Grantor the Pledgor such documents as Grantor the Pledgor shall reasonably request to evidence the termination of Termination, whereupon the security interests or the release of such Collateral, as the 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 Custodian shall be revived automatically released and continue 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 interestsdischarged from its obligations hereunder.

Continuing Security Interest. Termination. ----------------------------------------- (a) This Note Pledge Agreement creates shall create a continuing security interest in and to the Collateral and shall (a) unless otherwise provided in the Indenture or in this Note Pledge Agreement, remain in full force and effect until the termination earlier of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full in cash of (A) each of the Obligations; 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. (b) be binding Subject to the provisions of Section 15.10 hereof, this Note Pledge Agreement shall terminate upon Grantor, its successors and assigns, provided that Grantor may not assign any the earlier of its rights or obligations under this Agreement without the prior written consent payment in full in cash of (A) each of the Banks; first three scheduled interest payments due on the Notes under the terms of the Indenture or (B) all obligations due and (c) inure owing under the Indenture and the Notes in the event such obligations become payable prior to the benefit 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 be enforceable evidence of such payment, reassign and redeliver to the Pledgor all of the Collateral hereunder that has not been sold, disposed of, retained or applied 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 any other Person Trustee in accordance with the terms of this Note Pledge Agreement and provisions the Indenture. Such reassignment and redelivery shall be without warranty by or recourse to the Trustee, except as to the absence of Section 10.07 any prior assignments by the Trustee of its interest in the Credit AgreementCollateral, 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 interestsPledgor.

Continuing Security Interest. This Assignment In relation to any Pledgor, this Agreement creates shall create a continuing security interest in the that Pledgor's Collateral and shall (a) remain in full force and effect with respect to that Pledgor until the earlier of (i) the resignation of that Pledgor pursuant to the provisions hereof and (ii) the termination of the obligations of the Banks this Agreement pursuant to make Loans under the Credit Agreement and the payment in full of the Obligations; Section 25 hereof, (b) be binding upon Grantor, its each Pledgor and the Pledgee and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; permitted assigns and (c) inure inure, together with the rights and remedies of the Pledgee, to the benefit of the Pledgee and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their its respective successors, permitted transferees and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks Pledgee may assign or otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms all or any portion of its rights and provisions of Section 10.07 of the Credit obligations under this Agreement, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Pledgee herein or otherwise otherwise; provided that such assignment or transfer is to a Permitted Transferee as defined under the Loan Agent or the Banks, as the case may be. Upon the termination terms of the obligations Master Agreement to whom the Pledgee in its capacity as provider of the Banks to make Loans Credits under the Credit Master Agreement is making a contemporaneous assignment of its rights and payment obligations under the Master Agreement in full of the Obligations and all amounts owing to the Bank Collateral Agent, 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 accordance with the terms hereofthereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent Each Pledgor will, at the expense of Grantorthe Pledgee, execute and make, execute, endorse, acknowledge, file and/or deliver to Grantor the Pledgee such documents as Grantor shall reasonably request confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps related to evidence the termination of that Pledgor's Collateral and other property or rights covered by the security interests interest hereby granted, which the Pledgee deems reasonably advisable to perfect, preserve or the release of such protect its security interest in that Pledgor's Collateral, including any actions which may be required or advisable as a result of any amendment or supplement to applicable laws, including the 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 revived and continue 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 interestsNYUCC.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall (a) 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 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 Obligations; cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, (b) be binding upon each Grantor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting the generality 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 Agent and the Banks Credit Agreement, any Secured Party may assign or otherwise transfer any of their respective rights under this Agreement Loans held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and 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 Obligations cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall terminate and all amounts owing rights to the Bank Pledged Collateral Agentshall revert to the applicable Grantor. Upon any such termination Collateral Agent will, at the applicable Grantor's expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination in accordance with the terms of the Intercreditor Agreement and such Grantor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Collateral Agent, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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. Assignments under Credit Agreement. (a) This Agreement creates shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the termination Obligations have been paid in full in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Commitments have expired or have been terminated, (bii) be binding upon each Grantor, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of of, and be enforceable by the Bank Collateral by, Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Guaranty made and the Security Interest granted hereby shall terminate and all amounts owing rights to the Bank Collateral Agent, Grantor shall be revert to Grantors or any other Person entitled to the returnthereto. At such time, upon its request Borrowers’ request, Agent will authorize the filing of appropriate termination statements to terminate such Security Interest. 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 at its expensedelivered by any Grantor to Agent nor any additional Revolving Loans or other loans made by any Lender to any Borrower, nor the taking of such further security, nor the retaking or re-delivery of the Collateral as shall not have been sold to Grantors, or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of them, by Agent, nor any other act of the security interests, Lender Group or the Bank Collateral Agent may Product Providers, or any of them, shall release any of the Collateral Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the prior written consent provisions of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon 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 termination of the security interests right or release of Collateralremedy which Agent would otherwise have had on any other occasion. (b) Each Grantor agrees that, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the case may be. To the extent that the Bank Collateral Agent, the Loan Agent or any Bank receives if any payment on account of made by any Grantor or other Person and applied to the ObligationsSecured Obligations is at any time annulled, or any proceeds of Collateral are applied on account of the Obligationsavoided, and any such payment or proceeds or any part thereof are subsequently set, aside, rescinded, invalidated, declared to be fraudulent or preferential, set aside, subordinated, preferential or otherwise required to be repaid refunded or repaid, or the proceeds of any Collateral are required to a be returned by Agent or any other member of the Lender Group to such Grantor, its estate, trustee, receiver or any other person or entity party, including any Grantor, under any bankruptcy actlaw, 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 receivedrepayment, the Obligations any Lien or part thereof intended to be satisfied other Collateral securing such liability shall be revived and continue remain in full force and effect, as fully as if such payment or proceeds had not never been received by the Bank Collateral Agentmade. If, the Loan Agent or prior to any Bank and applied on account of the Obligationsforegoing, (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 effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the security interests shall continue to secure obligations of any such Obligations, and all rights of Grantor in respect of any Lien or other Collateral securing such obligation or the Collateral shall be subject to amount of such security interestspayment.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Pledged Collateral and shall shall: (ai) 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 in cash of the Secured Obligations, including the cash collateralization, expiration, or cancellation of all Secured 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; (bii) be binding upon Grantor, each Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective its successors, transferees 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 any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, 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 in cash of the Obligations Secured Obligations, including the cash collateralization, expiration, or cancellation of all Secured 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 amounts owing rights to the Bank Pledged Collateral Agent, Grantor shall revert and be entitled deemed re-assigned 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreementeach Pledgor. Upon any such termination of the security interests or release of Collateraltermination, the Bank Collateral Agent will, at the expense of GrantorPledgors’ expense, execute and deliver to Grantor the applicable Pledgor such documents as Grantor Pledgors shall reasonably request to evidence such termination without recourse against, representation, or warranty of any kind made by, the termination of Agent. Such documents shall be prepared by Pledgors and shall be in form and substance reasonably satisfactory to Agent. Notwithstanding the security interests or the release of such Collateralforegoing, as the case may be. To to the extent that any payments on the Bank Collateral Agent, the Loan Agent Secured Obligations or any Bank receives any payment on account Proceeds of the Obligations, or any proceeds of Pledged 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, aside or required to be repaid to a trustee, debtor in possession, receiver or any other person or entity Person under any bankruptcy act, state or federal law, common law or equitable cause, or recovered from then to such extent 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 Secured Obligations or part thereof intended to be 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, 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 this Agreement shall be subject automatically reinstated if it shall theretofore have been terminated pursuant to such security intereststhis Section 16.

Continuing Security Interest. This Security Agreement creates a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the termination satisfaction of the obligations conditions for release of Liens set forth in the Banks to make Loans under the Credit Agreement and the payment in full of the ObligationsIndenture; (b) be binding upon Grantor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (cii) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent Holders, and the Banks and each of their respective successors, transferees 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 (cii), the Loan Collateral Agent and the Banks Holders may assign or otherwise transfer any of their respective rights under this Security Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementNote Documents, and to the extent of such assignment or transfer such Person shall thereupon become vested with all the rights and benefits in respect thereof granted herein or otherwise to the Loan Agent or the Bankseach Secured Party, as the case may be. Upon the termination satisfaction of the obligations conditions 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 Banks to make Loans under the Credit Agreement and payment in full Indenture governing release of the Obligations and all amounts owing to the Bank Collateral Agent, 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 hereofliens. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release If any of the Collateral with the prior written consent shall be disposed of the Loan Agent and the Banks or as may be required hereby or by any Debtor in a transaction permitted by the Credit Agreement. Upon any such termination of Indenture, then the security interests or release of Collateral, the Bank Collateral Agent willAgent, at the written request and sole expense of Grantorsuch Debtor, shall execute and deliver to Grantor 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 Lead Holder and the Collateral Agent a written request for release certifying that such transaction is in compliance with the Indenture and the other Note Documents. No Obligor, if any, on any of the Collateral shall ever be obligated to make inquiry as Grantor shall reasonably request to evidence the termination of this Security Agreement, but shall be fully protected in making payment directly to the security interests or the release Collateral Agent until actual notice of such Collateral, as the case may be. To the extent that the Bank Collateral Agent, the Loan Agent or any Bank receives any payment on account discharge 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 revived and continue 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 interestsLiens hereby created.

Continuing Security Interest. This Pledge Agreement creates 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 termination 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 of to the Banks to make Loans under the Credit Agreement and the payment Custodian in full pursuant to Section 6.3 hereof and has fully performed all of its non-payment ----------- obligations hereunder or (ii) the Obligations; Collateral is withdrawn from the Collateral Account and released to the Pledgee in accordance with the terms hereof (beach a "Termination"), ----------- (c) be binding upon Grantor, the Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the 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 , and Securities Pledge Agreement (d) inure, together with the generality rights and remedies of the foregoing clause (c)Custodian hereunder, to the benefit of the Pledgee. Upon Termination, the Loan Agent security interest granted herein shall terminate and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreementall rights, and if any, to the extent of such assignment or transfer such Person Collateral shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise revert to the Loan Agent or the Banks, as the case may bePledgor. 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 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. At any time and from time to time prior to such termination of the security interestsTermination, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent Custodian will, at the sole expense of Grantorthe 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 Grantor the Pledgor such documents as Grantor the Pledgor shall reasonably request to evidence the termination of Termination, whereupon the security interests or the release of such Collateral, as the 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 Custodian shall be revived automatically released and continue 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 interestsdischarged from its obligations hereunder.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) 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; Termination Date; (b) be binding upon each Grantor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Holder may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement Note held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted herein to such Holder under any Indenture Document or otherwise otherwise, subject, however, to any contrary provisions in such assignment or transfer of the Loan Agent or the Banks, as the case may beIndenture. Upon the termination 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 obligations Indenture and the Collateral Agent’s receipt of a written request from the Company for the release of the Banks to make Loans under Capital Stock issued by such Unrestricted Subsidiary from the Credit Agreement Lien created hereunder, the Collateral Agent shall promptly release such Lien, provided that no Default then exists and payment 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 amounts owing rights to the Bank Collateral Agentshall revert to each Grantor on the Termination Date. Upon any sale, Grantor shall be entitled to the returntransfer, upon its request and at its expense, of such of the Collateral as shall not have been sold disposition or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release described in any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateralthree immediately preceding sentences, the Bank Collateral Agent will, at the expense of applicable Grantor’s sole expense, execute and deliver to Grantor such Grantor, without any representations, warranties or recourse, such documents as such Grantor shall may reasonably request to evidence such termination, release or reassignment. Notwithstanding anything to the termination of the security interests contrary contained herein or the release of such Collateralin any other Indenture Document, as the case may be. To each Grantor agrees that: (i) to the extent that that, after the Bank Collateral AgentTermination Date shall have occurred, 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 in respect of any Secured Obligation is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, subordinatedrecovered, rescinded or is required to be retained by or repaid to a trustee, receiver receiver, or any other person or entity Person under any bankruptcy actcode, state or federal common law, common law or equitable cause, or recovered from then the Bank Lien and security interest in the 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 created hereunder shall be revived revived, reinstated and continue continued in full force and effect, as if such said payment or proceeds had not been received made; and (ii) the Lien and security interest in the Collateral created hereunder shall not be released or discharged by any payment to the Bank Collateral Agent, the Loan Agent or any Bank and applied on account Secured Party from any source that is thereafter paid, returned or refunded in whole or in part by reason of the Obligationsassertion of a claim of any kind relating thereto, and the security interests shall continue to secure such Obligationsincluding, and all rights but not limited to, any claim for breach of Grantor in the Collateral shall be subject to such security interestscontract, breach of warranty, preference, illegality, invalidity, or fraud asserted by any account debtor or by any other Person.

Continuing Security Interest. This Agreement creates a (a) The Security Interest shall be continuing security interest in the Collateral and shall (ai) subject to what is provided in paragraphs (b), (c) and (d) below, remain in full force and effect until the termination all of the obligations of the Banks to make Loans under the Credit Agreement Secured Obligations shall have been satisfied, paid and the payment discharged in full of the Obligationsfull; (bii) be binding upon Grantoreach Pledgor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of and be enforceable by the Bank Collateral Agent, acting in the Loan Agent name and on behalf of the Banks Lenders, and their respective successors, transferees successors and assigns. Without limiting Subject to what is provided in paragraphs (b), (c) and (d) below), no later than 10 (ten) Business Days following the generality due and timely payment, satisfaction and fulfillment of all of the foregoing clause (c)Secured Obligations, and upon written request by the Pledgors, the Loan Lenders shall deliver to the Collateral Agent a written notice to that effect, and the Banks may assign Collateral Agent shall deliver to the Pledgors a termination notice (the "Termination Notice") substantially in 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 otherwise other transfer by any Pledgor of their respective rights any Pledged Shares that is permitted under this the Credit Agreement to any other Person (unless sold or transferred to a Person that is required to pledge such Pledged Shares to the Collateral Agent pursuant to Section 5.11 of the Credit Agreement), or, upon the effectiveness of any written consent to the release of the security interest granted hereby in accordance with the terms and provisions of any Pledged Shares pursuant to Section 10.07 9.01(d) of the Credit Agreement, and to the extent security interest in such Pledged Shares shall be automatically released. (c) If all of such assignment or transfer such Person shall thereupon become vested with all the benefits in respect thereof granted herein capital stock of a Pledgor is sold, transferred or otherwise disposed of to the Loan Agent or the Banks, as the case may be. Upon the termination a Person that is not an Affiliate 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 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 Borrowers pursuant to the terms hereof. At any time and from time to time prior to such termination a transaction permitted by Section 6.05 of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any , such termination of Pledgor shall be released from its obligations under this Agreement without further action and the security interests interest in the Pledged Shares of such Pledgor shall be automatically released. (d) In connection with any termination or release of Collateralpursuant to paragraph (b) or (c) above, the Bank Collateral Agent will, at the expense of Grantor, shall execute and deliver to Grantor any Pledgor, at such Pledgor's expense, all documents as Grantor that such Pledgor shall reasonably request to evidence the such termination of the security interests or the release and shall deliver to such Pledgor all related Pledged Shares of such Collateral, as Pledgor held by the case may be. To the extent that the Bank Collateral Agent, . Any execution and delivery of documents pursuant to this paragraph (d) shall be without recourse to or warranty by 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 revived and continue 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. Assignments under Credit Agreement. This Agreement creates shall create a continuing security interest in the Collateral and shall (a) 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; (b) be binding upon Grantoreach of Grantors, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (cb) inure to the benefit of Agent, each Lender and each Bank Product Provider, and their respective successors and assigns, and shall be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (cb), the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise to the Loan Agent otherwise. No transfer or the Banksrenewal, as the case may be. Upon the extension, assignment, or termination of the obligations this Agreement or of the Banks Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to make Loans under Agent nor any additional Advances or other loans made by any the Credit Agreement and payment in full Lender to Borrower, nor the taking of further security, nor the Obligations and all amounts owing to the Bank Collateral Agent, Grantor shall be entitled to the return, upon its request and at its expense, of such retaking or re-delivery of the Collateral as shall not have been sold to Grantors, or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of them, by Agent, nor any other act of the security interestsLender Group or any Bank Product Provider, the Bank Collateral Agent may or any of them, shall release any of the Collateral Grantors from any obligation, except a release or discharge executed in writing by Agent in accordance with the prior written consent provisions of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon Agent shall not by any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 delay, omission or federal lawotherwise, common law be deemed to have waived any of its rights or equitable causeremedies hereunder, or recovered from the Bank Collateral Agent, the Loan unless such waiver is in writing and signed by Agent or any Bank for any other reason, then, 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 payment right or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds remedy that Agent would otherwise have had not been received by the Bank Collateral Agent, the Loan Agent or on 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 interestsother occasion.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall shall: (ai) 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 in cash of the Secured Obligations, including the full and final termination of any commitment to extend any financial accommodations under the Indenture; (bii) be binding upon Grantor, each Grantor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks Secured Parties and their respective successors, transferees transferees, and assigns. Without limiting Upon the generality payment in full in cash of the foregoing clause (c)Secured Obligations, or the Loan Agent satisfaction and discharge of the Banks may assign Secured Obligations in accordance with Article 12 of the Indenture or the release of all of the Collateral otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementIndenture, 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 full and final termination of the obligations of the Banks any commitment to make Loans extend any financial accommodations under the Credit Agreement and payment in full of the Obligations and all amounts owing to the Bank Collateral AgentIndenture, 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 subject to the terms hereof. At any time and from time to time prior to such termination of the security interestsIntercredidtor Agreement, the Bank Collateral Agent may release any of security interests granted herein shall automatically terminate and all rights to the Collateral with the prior written consent of the Loan Agent shall revert and the Banks or as may be required hereby or by the Credit Agreementdeemed re-assigned to each Grantor. Upon any such termination of the security interests or release of Collateraltermination, the Bank Collateral Agent will, at the expense of GrantorGrantors’ expense, execute and deliver to Grantor the applicable Grantors such documents as Grantor Grantors shall reasonably request to evidence such termination without recourse against or representation or warranty of any kind made by, the termination of Collateral Agent. Such documents shall be prepared by Grantors and shall be in form and substance reasonably satisfactory to the security interests or Collateral Agent. Notwithstanding the release of such Collateralforegoing, as the case may be. To to the extent that any payments on the Bank Collateral Agent, the Loan Agent Secured Obligations or any Bank receives any payment on account Proceeds 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, aside or required to be repaid to a trustee, debtor in possession, receiver or any other person or entity Person under any bankruptcy act, state or federal lawBankruptcy Law, common law or equitable cause, or recovered from then to such extent 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 Secured Obligations or part thereof intended to be so satisfied shall be revived and continue in full force and effect, as if such payment or proceeds Proceeds had not been received by the Bank Collateral Agent, Agent for the Loan Agent or any Bank and applied on account benefit of the ObligationsSecured Parties, and the Collateral Agent’s security interests interests, rights, powers and remedies hereunder shall continue to secure in full force and effect. In such Obligationsevent, and all rights of Grantor in the Collateral this Agreement shall be subject automatically reinstated if it shall theretofore have been terminated pursuant to such security intereststhis Section 11.10.

Continuing Security Interest. Assignments under Revolving Credit Agreement. This Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination Commitments have been terminated and the Secured Obligations have been paid in full (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 relevant Issuing Lender have been made) in accordance with the provisions of the obligations of the Banks to make Loans under the Revolving Credit Agreement and the payment in full of the Obligations; Agreement, (b) be binding upon each Grantor, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of of, and be enforceable by the Bank Collateral by, Agent, the Loan Agent and the Banks and their respective its successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the Loan Agent and provisions of the Banks may Revolving Credit Agreement, assign or otherwise transfer all or any portion of their respective its rights and obligations under this the Revolving Credit Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement Commitments 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 relevant Issuing Lender have been made), the Security Interest granted hereby shall terminate, any Liens arising therefrom shall be automatically released, and all amounts owing rights to the Bank Collateral Agentshall revert to Grantors or any other Person entitled thereto. At such time, the Grantors will be authorized to file any termination statements to terminate such Security Interests. Upon the 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 entitled 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 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. At any time and from time to time prior to such termination release of the security interestsinterest granted hereby in any Collateral pursuant to Section 13.12 of the Revolving Credit Agreement, the Bank Security Interest in such Collateral Agent may release shall be automatically released. In connection with any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateralpursuant to this Section 22, the Bank Collateral Agent will, at the expense of Grantor, shall promptly execute and deliver to Grantor Grantor, at such Grantor’s expense, all documents as that such Grantor shall reasonably request to evidence the 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 the security interests this Agreement or the release of such Collateral, as the case may be. To the extent that the Bank Collateral Agent, the Loan Agent or any Bank receives any payment on account of the ObligationsRevolving Credit Agreement, any other Credit Document, or any proceeds other instrument or document executed and delivered by any Grantor to Agent nor any other loans made by any Lender to the Borrower, nor the taking of Collateral are applied on account further security, nor the retaking or re-delivery of the ObligationsCollateral to Grantors, and any such payment or proceeds or any part thereof are subsequently invalidatedof them, declared to be fraudulent or preferentialby Agent, set asidenor any other act of the Secured Creditors, subordinated, required to be repaid to a trustee, receiver or any other person of them, shall release any Grantor from any obligation, except a release or entity under discharge executed in writing by Agent in accordance with the provisions of the Revolving Credit Agreement. Agent shall not by any bankruptcy act, state delay, omission or federal lawotherwise, common law be deemed to have waived any of its rights or equitable causeremedies hereunder, or recovered from the Bank Collateral Agent, the Loan unless such waiver is in writing and signed by Agent or any Bank for any other reason, then, 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 payment right or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds remedy which Agent would otherwise have had not been received by the Bank Collateral Agent, the Loan Agent or on 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 interestsother occasion.

Continuing Security Interest. Assignments ----------------------------------------- under Credit Agreement. This Agreement creates shall create a ---------------------- continuing security interest in the Collateral and shall (ai) remain in full force and effect until the termination later of the obligations of the Banks to make Loans under the Credit Agreement and (x) the payment in full of the Obligations; Obligations and (by) the termination of the Commitment, (ii) be binding upon Grantoreach Borrower, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of of, and be enforceable by by, the Bank Collateral Agent, for the Loan Agent benefit of the Lenders and the Issuing Banks and their respective successors, transferees and assigns. Without limiting Upon the generality later 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 any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, 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 (including all amounts owing to the Bank Collateral Agent, Grantor shall be entitled to the return, upon its request payable under this Agreement) and at its expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the Commitment, the security interests interest granted hereby shall terminate and all rights to the Collateral shall revert to the Borrowers. No transfer or renewal, extension, assignment or termination of this Agreement or of the release of such CollateralCredit Agreement, as any other Loan Document, or any other instrument or document executed and delivered by any Borrower to the case may be. To the extent that the Bank Collateral Agent, the Loan Agent or any Bank receives any payment on account Issuing Banks of the ObligationsLenders nor any additional Loans made by Lenders or the Issuing Bank to any Borrower, nor the taking of further security, nor the retaking or any proceeds of Collateral are applied on account re- delivery of the ObligationsCollateral to any Borrower by the Agent, 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 nor any other person or entity under any bankruptcy act, state or federal law, common law or equitable cause, or recovered from act of the Bank Collateral Agent, the Loan 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 Bank for act, delay, omission or otherwise, be deemed to have waived any other reasonof its rights or remedies hereunder, then, unless such waiver is in writing and signed by the Agent and then only to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received therein set forth. A waiver by the Bank Collateral Agent, Agent of any right or remedy on any occasion shall not be construed as a bar to the Loan exercise of any such right or remedy which the Agent or would otherwise have had on 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 interestsother occasion.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) 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; Termination Date; (b) be binding upon Grantor, each Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Holder may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement Note held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer 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 otherwise in any other Indenture Document to survive the Termination Date) and the security interest granted herein shall terminate and all rights to the Loan Agent or Collateral shall revert to each Pledgor on the BanksTermination Date. Additionally, upon the designation of any Restricted Subsidiary as the case may be. Upon the termination an Unrestricted Subsidiary in accordance with Section 4.23 of the obligations Indenture and the Collateral Agent’s receipt of a written request from the Company for the release of the Banks to make Loans under Capital Securities issued by such Unrestricted Subsidiary from the Credit Agreement Lien created hereunder, the Collateral Agent shall promptly release such Lien, provided that no Default then exists and payment the Lien created hereunder encumbering all other Collateral shall remain in full of the Obligations force and all amounts owing to the Bank Collateral Agent, 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreementeffect. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at each Pledgor’s sole expense, deliver to 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 held by the expense of GrantorCollateral Agent hereunder, and execute and deliver to Grantor such Pledgor such documents as Grantor such Pledgor shall reasonably request to evidence such termination or release. Notwithstanding anything to the termination of the security interests contrary contained herein or the release of such Collateralin any other Indenture Document, as the case may be. To each Pledgor agrees that: (i) to the extent that that, after the Bank Collateral AgentTermination Date shall have occurred, 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 in respect of any Secured Obligation is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, subordinatedrecovered, rescinded or is required to be retained by or repaid to a trustee, receiver receiver, or any other person or entity Person under any bankruptcy actcode, state or federal common law, common law or equitable cause, or recovered from then the Bank Lien and security interest in the 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 created hereunder shall be revived revived, reinstated and continue continued in full force and effect, as if such said payment or proceeds had not been received made; and (ii) the Lien and security interest in the Collateral created hereunder shall not be released or discharged by any payment to the Bank Collateral Agent, the Loan Agent or any Bank and applied on account Secured Party from any source that is thereafter paid, returned or refunded in whole or in part by reason of the Obligationsassertion of a claim of any kind relating thereto, and the security interests shall continue to secure such Obligationsincluding, and all rights but not limited to, any claim for breach of Grantor in the Collateral shall be subject to such security interestscontract, breach of warranty, preference, illegality, invalidity, or fraud asserted by any account debtor or by any other Person.

Continuing Security Interest. This Pledge Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination of the obligations of the Banks to make Loans under the Credit Agreement and the indefeasible payment in full in cash of all Secured Obligations, the termination or expiration of all Commitments and all other commitments of the ObligationsLender Parties to the Pledgor and the other Obligors pursuant to any Loan Document, and the termination or expiration of all Letters of Credit; (b) be binding upon Grantorthe Pledgor and its successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and of the Banks other Lender Parties and their respective successors, transferees transferees, and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Lender may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement to any other Person Loan held by it as provided in accordance with the terms and provisions of Section 10.07 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 to the extent of such assignment any successor or transfer such Person assignee shall thereupon become vested with all the rights and benefits in respect thereof granted herein to such Lender Party under any Loan Document (including this Pledge Agreement), or otherwise otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the Loan Agent or provisions of Section 10.12 and Article IX of the BanksCredit Agreement, as and, with respect to the case may beHedging Agreements, the limitation on rights in collateral pursuant to the Security Documents. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and indefeasible payment in full in cash of the all Secured Obligations and the termination or expiration of all amounts owing Commitments and any other commitments of any Lender Party to the Bank Collateral AgentBorrower and the termination or expiration of all Letters of Credit, Grantor the security interest granted herein shall be entitled terminate and all rights 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 revert to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit AgreementPledgor. Upon any such payment and NEG Operating LLC Pledge Agreement 4 termination of the security interests or release of Collateralexpiration, the Bank Collateral Agent will, at the expense Pledgor's sole expense, deliver to the Pledgor, without any representations, warranties or recourse of Grantorany kind whatsoever, all certificates and instruments representing or evidencing all Pledged Shares, together with all other Collateral held by the Collateral Agent hereunder, and execute and deliver to Grantor the Pledgor such documents as Grantor the Pledgor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. 3.1. This Agreement creates a an assignment, pledge, charge, continuing security interest in and general first Lien upon the Collateral and shall (a) remain in full force and effect until (i) the Secured Parties acknowledge, in writing, that all Obligations have been paid in full and (ii) the termination or expiration of the obligations any commitment of the Banks Secured Parties to make Loans purchase any Senior Notes under the Credit Agreement and the payment in full of the Obligations; Note Purchase Agreement, (b) be binding upon Grantoreach Debtor and its successors, its successors permitted transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; permitted assigns and (c) inure inure, together with the rights and remedies of the Secured Parties hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks Secured Parties and their respective successors, transferees and assigns. 3.2. Without limiting It is contemplated by the generality 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 (a) the written acknowledgment 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 any other Person in accordance with the terms and provisions of Section 10.07 Secured Parties of the Credit Agreement, 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 indefeasible payment in full of the Obligations Senior Notes, and all amounts owing (b) the termination or expiration of any commitment of Secured Parties to purchase Senior Notes under the Bank Collateral AgentNote Purchase Agreement, Grantor the assignment, pledge, charge, Lien and security interest granted hereunder shall be entitled to the returnterminate and, upon its request delivery and at its expense, of such transfer of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereofDebtors, all rights to the Collateral shall revert to the Debtors. At any time and from time to time prior to Upon such termination termination, the Secured Parties will at the sole expense of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of GrantorDebtors authorize, execute and deliver to Grantor the Debtors such documents as Grantor the Debtors shall reasonably request to evidence such termination and the termination Secured Parties, shall at the sole expense of the security interests or the release of Debtors, deliver and transfer such Collateral, as the 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 revived and continue 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 interestsDebtors.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Agreement creates shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the termination Secured Obligations have been paid in full in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Commitments have expired or have been terminated, (bii) be binding upon each Grantor, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of of, and be enforceable by the Bank Collateral by, Administrative Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns and the other Secured Parties and their successors and assigns. Without limiting the generality of the foregoing clause (ciii), the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and payment in full of the Secured Obligations and all amounts owing to in accordance with the Bank Collateral Agent, Grantor shall be entitled to the return, upon its request and at its expense, of such provisions of the Collateral as shall not have been sold Credit Agreement and the expiration or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interestsCommitments, the Bank Collateral Agent may release any of Guaranty made and the Security Interest granted hereby shall terminate and all 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 filing of appropriate termination statements to terminate such Security Interest and will otherwise comply with the prior written consent its obligations under Section 10.13 of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such No transfer or renewal, extension, assignment or termination of the security interests this Agreement or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such CollateralCredit Agreement, as the case may be. To the extent that the Bank Collateral Agent, the any other Loan Agent or any Bank receives any payment on account of the ObligationsDocument, or any proceeds 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 Borrowers, nor the taking of Collateral are applied on account further security, nor the retaking or re-delivery of the ObligationsCollateral to Grantors, or any of them, by Administrative Agent, nor any other act of the Secured Parties, or 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 right or remedy on any occasion shall not be construed as a bar to the exercise of any such 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 proceeds or other Person and applied to the Secured Obligations is at any part thereof are subsequently time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential, set aside, subordinated, preferential or otherwise required to be repaid refunded or repaid, or the proceeds of any Collateral are required to a be returned by Administrative Agent or any other Secured Party to such Grantor, its estate, trustee, receiver or any other person or entity party, including any Grantor, under any bankruptcy actlaw, 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 receivedrepayment, the Obligations any Lien or part thereof intended to be satisfied other Collateral securing such liability shall be revived and continue remain in full force and effect, as fully as if such payment or proceeds had not never been received by the Bank Collateral Agentmade. If, the Loan Agent or prior to any Bank and applied on account of the Obligationsforegoing, (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 effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the security interests shall continue to secure obligations of any such Obligations, and all rights of Grantor in respect of any Lien or other Collateral securing such obligation or the Collateral shall be subject to amount of such security interestspayment.

Continuing Security Interest. This Security Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) remain in full force and effect until the termination of the obligations of the Banks to make Loans under the Credit Agreement and the indefeasible payment in full in cash of all Secured Obligations and the termination or expiration of all Commitments and all other commitments of the ObligationsLender Parties to the Grantor and the other Obligors pursuant to any Loan Document and the termination or expiration of all Letters of Credit; (b) be binding upon Grantorthe Grantor and its successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and of the Banks other Lender Parties and their respective successors, transferees transferees, and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Lender may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement to any other Person Loan held by it as provided in accordance with the terms and provisions of Section 10.07 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 to the extent of such assignment any successor or transfer such Person assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted herein to such Lender Party under any Loan Document (including this Security Agreement), or otherwise otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the Loan Agent or provisions of Section 10.12 and Article IX of the BanksCredit Agreement, as and, with respect to the case may beHedging Agreements, the limitation on rights in collateral pursuant to the Security Documents. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and indefeasible payment in full in cash of the all Secured Obligations and the termination or expiration of all amounts owing Commitments and any other commitments of any Lender Party to the Bank Collateral AgentBorrower or any other Obligor and the termination or expiration of all Letters of Credit, Grantor the security interest granted herein shall be entitled terminate and all rights 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 revert to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit AgreementGrantor. Upon any such payment and termination of the security interests or release of Collateralexpiration, the Bank Collateral Agent will, at the expense of Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence the such termination of the security interests or the release of such Collateral, as the case may be. To the extent that the Bank and shall deliver to Grantor any 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 revived and continue 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 interestsAgent's possession.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination The second sentence of Section 20 of the obligations of Pledge Agreement is hereby deleted in its entirety and replaced with the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; (b) be binding upon Grantor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees and assigns. following: "Without limiting the generality of the foregoing clause (ciii), (A) but subject to the Loan Agent and provisions of SUBSECTION 10.2 of the Banks Credit Agreement, any Lender may assign or otherwise transfer any of their respective rights under this Agreement Loans held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) 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 a Lender in accordance with the terms 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, (C) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise to the Loan Agent and (D) any holder of any Existing Senior Notes, New Senior Debt, Refinancing Senior Debt or the Banks, as the case New Junior Debt 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 entitled to the return, upon its request and at its expense, of such of the Collateral as shall not have been sold assign or otherwise applied pursuant transfer any Existing Senior Notes, New Senior Debt, Refinaincing Senior Debt or New Junior Debt to any other Person in accordance with the terms hereof. At any time applicable Existing Senior Note Indentures, New Senior Debt Documents, Refinancing Senior Debt Documents or New Junior Debt Documents and from time to time prior such other Person shall thereupon become vested with all the benefits in respect thereof granted to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks holder (or its representative) as may be required hereby a Secured Party herein or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 interestsotherwise."

Continuing Security Interest. Assignments under Credit Agreement. This Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the termination Obligations have been paid in full in cash in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Commitments have expired or have been terminated, (b) be binding upon Grantoreach of Pledgors, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of of, and be enforceable by the Bank Collateral by, Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination payment in full in cash of the obligations Obligations in accordance with the provisions of the Banks to make Loans under the Credit Agreement and payment in full the expiration or termination of the Obligations Commitments, the Security Interest granted hereby shall terminate and this Agreement all amounts owing rights to the Bank Collateral Agentshall revert to Pledgors or any other Person entitled thereto. At such time, Grantor shall be entitled Agent will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the returnCredit Agreement, upon its request any other Loan Document, or any other instrument or document executed and at its expensedelivered by any Pledgor to Agent nor any additional Advances or other loans made by any the Lender to Borrowers, nor the taking of such further security, nor the retaking or re-delivery of the Collateral as shall not have been sold to Pledgors, or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of them, by Agent, nor any other act of the security interests, Lender Group or the Bank Collateral Agent may Product Provider, or any of them, shall release any of the Collateral Pledgors from any obligation, except a release or discharge executed in writing by Agent in accordance with the prior written consent provisions of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon Agent shall not by any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 delay, omission or federal lawotherwise, common law be deemed to have waived any of its rights or equitable causeremedies hereunder, or recovered from the Bank Collateral Agent, the Loan unless such waiver is in writing and signed by Agent or any Bank for any other reason, then, 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 payment right or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds remedy which Agent would otherwise have had not been received by the Bank Collateral Agent, the Loan Agent or on 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 interestsother occasion.

Continuing Security Interest. Assignments under Credit ----------------------------------------------------- Agreement. This Agreement creates shall create a continuing security interest in ---------- the Pledged Collateral and shall (ai) remain in full force and effect until the termination latest of the obligations of the Banks to make Loans under the Credit Agreement and (A) the payment in full of the Obligations; Secured Obligations and all other amounts payable under this Agreement, (bB) the Termination Date, and (C) the expiration or termination of all Bank Hedge Agreements, (ii) be binding upon Grantorthe Pledgor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of of, and be enforceable by the Bank Collateral Agentby, the Loan Agent Lender and the Banks and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), the Loan Agent and Lender may, to the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms and provisions of extent permitted by Section 10.07 8.07 of the Credit 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 the extent of any other person or entity, and such assignment other person or transfer such Person entity shall thereupon become vested with all the benefits in respect thereof granted to the Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination later of the obligations of the Banks to make Loans under the Credit Agreement and payment in full of the Secured Obligations and all other amounts owing payable under this Agreement and the expiration or termination of the Commitment, the security interest granted hereby shall terminate and all rights to the Bank Pledged Collateral Agent, Grantor shall be entitled revert to the returnPledgor. Upon any such termination, upon its request and the Lender will, at its the Pledgor's expense, of return to the Pledgor such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. At any time hereof and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and PLEDGE AGREEMENT deliver to Grantor the Pledgor such documents as Grantor the Pledgor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral (other than any Mortgaged Property) and shall (a) remain in full force and effect until the termination Discharge of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; , (b) be binding upon Grantoreach of the Grantors, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of of, and be enforceable by the Bank by, Collateral Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting Upon the generality Discharge of Obligations, the Security Interest granted hereby shall terminate and all 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 taking of further security, nor the retaking of the foregoing clause (c)Collateral by Collateral Agent, the Loan Agent and the Banks may assign or otherwise transfer nor any other act of any Secured Party shall release any of their respective rights Grantors from any obligation under this Agreement to or any other Person Security Document. Collateral 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 accordance with the terms writing and provisions of Section 10.07 of the Credit Agreement, signed by Collateral Agent and then only to the extent therein set forth. A waiver by Collateral Agent of such assignment any right or transfer such Person remedy on any occasion shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise not be construed as a bar to the Loan exercise of any such right or remedy which Collateral Agent or the Banks, as the case may bewould otherwise have had on any other occasion. 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 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. At any time and from time to time prior to such termination of the security interestsIn addition, the Bank Collateral Agent may release Security 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 with shall be released from the prior written consent Security Interest under this Agreement and the Lien under any of the Loan Agent other Security Documents as provided in (i) the Indenture with respect to Liens securing Secured Obligations under the Indenture and the Banks 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 as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or Security Interests in and Liens on any assets that have been released from the release of such CollateralSecurity Interest under this Agreement and the Liens under any other Security Documents in accordance with this Section 23 and, as at the case may be. To the extent that the Bank Collateral AgentGrantors’ expense, the Loan 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 Security Interest in or Lien on any property or assets released from the Security Interest under this Agreement 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 Lien released under 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 revived and continue 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 interestsSecurity Document.

Continuing Security Interest. This Pledge Agreement creates shall create a continuing security interest in the Collateral and shall shall (a) 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; Termination Date; (b) be binding upon Grantor, each Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees and assigns; and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and each other Secured Party. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Lender may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement Note or Loan held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreementor entity, and to the extent of such assignment other Person or transfer such Person entity shall thereupon become vested with all the rights and benefits in respect thereof granted herein to such Lender under any Loan Document (including this Pledge Agreement) or otherwise otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the Loan Agent or the Banks, as the case may be. Upon the termination provisions of the obligations Section 11.11 and Article X 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such 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 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 release (z) all Collateral (in the case of Collateralclause (iii)), and at such time the Bank Collateral Administrative Agent will, at each Pledgor’s sole expense, deliver to the expense applicable Pledgor, without any representations, warranties or recourse of Grantorany kind whatsoever, all certificates and instruments previously delivered to the Administrative Agent representing or evidencing all Pledged Interests, together with all other Collateral held by the Administrative Agent hereunder, and execute and deliver to Grantor the applicable Pledgor such documents as Grantor a Pledgor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect This Agreement shall create a continuing Lien on the Collateral until the release thereof pursuant to Section 18 hereof. Upon termination of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; (b) be binding upon Grantor, its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure pursuant to the benefit terms of and be enforceable by the Bank Collateral AgentSection 18 hereof, 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 any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, 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 Pledgor shall be entitled to the return, promptly 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. At any time and from time . (b) Except as may be expressly applicable pursuant to time prior to such termination Section 9-505 of the security interestsUniform Commercial Code, no action taken or omission to act by the Bank Collateral Agent may release 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 with the prior written consent in satisfaction of the Loan Agent and the Banks Obligations or as may otherwise to be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Collateral Agent and the Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is hereinafter provided in subsection (c) below. (c) To the extent that any such payment on the Obligations or proceeds or any part thereof of the Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside, subordinated, aside or required to be repaid to a trustee, debtor in possession, receiver or any other person or entity Person 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, then to the such extent of such payment or proceeds received, the Obligations or part thereof intended to be so satisfied shall be revived and continue 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 ObligationsSecured Parties, and the Collateral Agent's and the Secured Parties' security interests interests, rights, powers and remedies hereunder shall continue to secure in full force and effect. In such Obligationsevent, and all rights of Grantor in the Collateral this Agreement shall be subject automatically reinstated if it shall theretofore have been terminated pursuant to such security interestsSection 27.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Pledged Collateral and shall shall: (ai) 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 in cash of the Secured Obligations, including the cash collateralization, expiration, or cancellation of all Secured 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; (bii) be binding upon Grantor, the Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective its successors, transferees 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 any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, 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 in cash of the Obligations Secured Obligations, including the cash collateralization, expiration, or cancellation of all Secured 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 amounts owing rights to the Bank Pledged Collateral Agent, Grantor shall revert and be entitled deemed re-assigned 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit AgreementPledgor. Upon any such termination of the security interests or release of Collateraltermination, the Bank Collateral Agent will, at the expense of GrantorPledgor’s expense, execute and deliver to Grantor the Pledgor such documents as Grantor the Pledgor shall reasonably request to evidence such termination without recourse against, representation, or warranty of any kind made by, the termination of Agent. Such documents shall be prepared by the security interests or Pledgor and shall be in form and substance reasonably satisfactory to Agent. Notwithstanding the release of such Collateralforegoing, as the case may be. To to the extent that any payments on the Bank Collateral Agent, the Loan Agent Secured Obligations or any Bank receives any payment on account Proceeds of the Obligations, or any proceeds of Pledged 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, aside or required to be repaid to a trustee, debtor in possession, receiver or any other person or entity Person under any bankruptcy act, state or federal law, common law or equitable cause, or recovered from then to such extent 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 Secured Obligations or part thereof intended to be 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, 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 this Agreement shall be subject automatically reinstated if it shall theretofore have been terminated pursuant to such security intereststhis Section 16.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Collateral and shall shall (a) remain in full force and effect until payment in full of all Secured Obligations other than contingent Obligations which survive the termination of the obligations Credit Agreement pursuant to Section 11.03 thereof and the termination of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Revolving Commitment, (b) be binding upon Grantor, GRC and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their respective successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and each Lender Party and their respective successors and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Lender may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement Revolving Note or Revolving Loan held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreementor entity, and to the extent of such assignment other Person or transfer such Person entity shall thereupon become vested with all the rights and benefits in respect thereof granted herein to such Lender under any Transaction Document (including this Agreement) or otherwise otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the Loan Agent or the Banks, as the case may be. Upon the termination provisions of the obligations Section 11.04 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such the payment in full of all Secured Obligations (other than the Obligations which survive the termination of the security interests or release Credit Agreement pursuant to Section 11.03 thereof) and the termination of Collateralthe Revolving Commitment, the Bank security interest granted herein shall terminate and all rights to the Collateral shall revert to GRC. Upon any such termination, the Collateral Agent will, at GRC's sole expense, deliver to GRC, without any representations, warranties or recourse of any kind whatsoever (except for a representation that the expense Collateral Agent has not transferred the Collateral (by way of Grantorsale, assignment, pledge or otherwise) to a third party), all certificates and instruments representing or evidencing all Collateral held by the Collateral Agent hereunder, if any, and execute and deliver to Grantor GRC such documents as Grantor GRC shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the case may betermination. 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, Amended 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 revived and continue 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.Restated Security Agreement

Continuing Security Interest. Assignments under Credit Agreement. (a) This Agreement creates shall create a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the termination Obligations have been paid in full in accordance with the provisions of the obligations of the Banks to make Loans under the Credit Agreement and the payment in full of the Obligations; Commitments have expired or have been terminated, (bii) be binding upon each Grantor, its and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of of, and be enforceable by the Bank Collateral by, Agent, the Loan Agent and the Banks and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing clause (ciii), the Loan Agent and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person Lender may, in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to the extent of any other Person, and such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise to the Loan Agent or the Banks, as the case may beotherwise. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Guaranty made and the Security Interest granted hereby shall terminate and all amounts owing rights to the Bank Collateral Agent, Grantor shall be revert to Grantors or any other Person entitled to the returnthereto. At such time, upon its request Borrowers’ request, Agent will authorize the filing of appropriate termination statements to terminate such Security Interest. 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 at its expensedelivered by any Grantor to Agent nor any additional Revolving Loans or other loans made by any Lender to any Borrower, nor the taking of such further security, nor the retaking or re-delivery of the Collateral as shall not have been sold to Grantors, or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of them, by Agent, nor any other act of the security interests, Lender Group or the Bank Collateral Agent may Product Providers, or any of them, shall release any of the Collateral Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the prior written consent provisions of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon 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 termination right or remedy which Agent would otherwise have had on any other occasion. (b) If any member of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the case may be. To the extent that the Bank Collateral Agent, the Loan Agent Lender Group or any Bank receives 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 Obligationspayment, transfer, or any proceeds of Collateral are applied on account the incurrence of the Obligations, and any such payment obligation so satisfied is asserted or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent void, voidable, or preferential, set aside, subordinated, required to be repaid to a trustee, receiver or any other person or entity otherwise recoverable under any bankruptcy actlaw relating to creditors’ rights, state or federal lawincluding provisions of the Bankruptcy Code relating to fraudulent transfers, common law or equitable causepreferences, or recovered from other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because such member of the Lender Group or Bank Collateral AgentProduct Provider elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, the Loan Agent transfer, or any Bank for any other reasonincurrence 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 as to all reasonable costs, expenses, and attorneys’ fees of such member of the Lender Group or Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the extent of amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist, and (ii) Agent’s Liens securing such payment or proceeds received, the Obligations or part thereof intended to be satisfied liability shall be revived effective, revived, and continue remain in full force and effect, in each case, as fully as if such payment Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent’s Liens shall have been released or proceeds had 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 been received by diminish, release, discharge, impair or otherwise affect the Bank Collateral Agent, the obligation of any Loan Agent Party in respect of such liability or any Bank and applied on account of the Obligations, and the security interests shall continue to secure Collateral securing such Obligations, and all rights of Grantor in the Collateral shall be subject to such security interestsliability.

Continuing Security Interest. This Assignment In relation to any Pledgor, this Agreement creates shall create a continuing security interest in the that Pledgor’s Collateral and shall (a) remain in full force and effect with respect to that Pledgor until the earlier of (i) the resignation of that Pledgor pursuant to the provisions hereof and (ii) the termination of the obligations of the Banks this Agreement pursuant to make Loans under the Credit Agreement and the payment in full of the Obligations; Section 25 hereof, (b) be binding upon Grantor, its each Pledgor and the Pledgee and their respective successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; permitted assigns and (c) inure inure, together with the rights and remedies of the Pledgee, to the benefit of the Pledgee and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks and their its respective successors, permitted transferees and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks Pledgee may assign or otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms all or any portion of its rights and provisions of Section 10.07 of the Credit obligations under this Agreement, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Pledgee herein or otherwise otherwise; provided that such assignment or transfer is to a Permitted Transferee as defined under the Loan Agent or the Banks, as the case may be. Upon the termination terms of the obligations Master Agreement to whom the Pledgee in its capacity as provider of the Banks to make Loans Credits under the Credit Master Agreement is making a contemporaneous assignment of its rights and payment obligations under the Master Agreement in full of the Obligations and all amounts owing to the Bank Collateral Agent, 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 accordance with the terms hereofthereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent Each Pledgor will, at the expense of Grantorthe Pledgee, execute and make, execute, endorse, acknowledge, file and/or deliver to Grantor the Pledgee such documents as Grantor shall reasonably request confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps related to evidence the termination of that Pledgor’s Collateral and other property or rights covered by the security interests interest hereby granted, which the Pledgee deems reasonably advisable to perfect, preserve or the release of such protect its security interest in that Pledgor’s Collateral, including any actions which may be required or advisable as a result of any amendment or supplement to applicable laws, including the 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 revived and continue 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 interestsNYUCC.

Continuing Security Interest. This Agreement creates shall create a continuing security interest in the Pledged Collateral and shall shall: (ai) 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 in cash of the Secured Obligations, including the full and final termination of any commitment to extend any financial accommodations under the Indenture; (bii) be binding upon Grantor, each Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks Secured Parties and their respective successors, transferees transferees, and assigns. Without limiting Upon the generality payment in full in cash of the foregoing clause (c)Secured Obligations, or the Loan Agent satisfaction and discharge of the Banks may assign Secured Obligations in accordance with Article 12 of the Indenture or the release of all of the Pledged Collateral otherwise transfer any of their respective rights under this Agreement to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit Agreement, Indenture 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 full and final termination of the obligations of the Banks any commitment to make Loans extend any financial accommodations under the Credit Agreement and payment in full of the Obligations and all amounts owing to the Bank Collateral AgentIndenture, 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 subject to the terms hereof. At any time and from time to time prior to such termination of the security interestsIntercreditor Agreement, the Bank security interests granted herein shall automatically terminate and all rights to the Pledged Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent shall revert and the Banks or as may be required hereby or by the Credit Agreementdeemed re-assigned to each Pledgor. Upon any such termination of the security interests or release of Collateraltermination, the Bank Collateral Agent will, at the expense of GrantorPledgors’ expense, execute and deliver to Grantor the applicable Pledgor such documents as Grantor Pledgors shall reasonably request to evidence such termination without recourse against or representation or warranty of any kind made by, the termination of Collateral Agent. Such documents shall be prepared by Pledgors and shall be in form and substance reasonably satisfactory to the security interests or Collateral Agent. Notwithstanding the release of such Collateralforegoing, as the case may be. To to the extent that any payments on the Bank Collateral Agent, the Loan Agent Secured Obligations or any Bank receives any payment on account Proceeds of the Obligations, or any proceeds of Pledged 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, aside or required to be repaid to a trustee, debtor in possession, receiver or any other person or entity Person under any bankruptcy act, state or federal lawBankruptcy Law, common law or equitable cause, or recovered from then to such extent 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 Secured Obligations or part thereof intended to be so satisfied shall be revived and continue in full force and effect, as if such payment or proceeds Proceeds had not been received by the Bank Collateral Agent, Agent for the Loan Agent or any Bank and applied on account benefit of the ObligationsSecured Parties, and the Collateral Agent’s security interests interests, rights, powers and remedies hereunder shall continue to secure in full force and effect. In such Obligationsevent, and all rights of Grantor in the Collateral this Agreement shall be subject automatically reinstated if it shall theretofore have been terminated pursuant to such security intereststhis Section 16.

Continuing Security Interest. TRANSFER OF NOTES; TERMINATION. This Agreement creates shall create a continuing security interest in the Collateral pursuant to Section 2 hereof and shall (ai) remain in full force and effect until the termination of the obligations of the Banks to make Loans under the Credit Agreement and the (A) indefeasible payment in full of the Obligations; Obligations and the termination or expiration of Lender's obligation to make loans under the Credit Agreement or (bB) the termination of the Guarantors' obligations under the Credit Guaranties, (ii) be binding upon each Grantor, its their successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; assigns and (ciii) inure inure, together with the rights and remedies of Agent and the Guarantors hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks Guarantors and their respective successorsany successors hereof, transferees subject to the terms and assigns. Without limiting the generality conditions of the foregoing clause (c)Reimbursement Agreement. Subject to the terms of the Reimbursement Agreement, the Loan Agent and the Banks any Guarantor may assign or otherwise transfer its rights thereof, or any of their respective rights under this Agreement in Collateral held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the 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 be construed to give to any other party any right, remedy 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 to permitted under the Loan Agent Reimbursement Agreement or the Banksany other Operative Document, as the case may be. Upon the termination none of the rights or 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 Grantors hereunder may be entitled to the return, upon its request and at its expense, of such of the Collateral as shall not have been sold assigned or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with transferred without the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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. This Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) remain in full force and effect until the termination of the obligations of the Banks to make Loans under the Credit Agreement and the indefeasible payment in full in cash of all Pledged Obligations and the termination or expiration of all Revolving Commitments and all other commitments of the ObligationsSecured Parties 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; (b) be binding upon Grantorthe Pledgor and its successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks each other Secured Party and their respective successors, transferees transferees, and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Secured Party may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement 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 accordance with the terms and provisions of Section 10.07 of the Credit whole or in part) its interest pursuant to any Revolving Secured Hedge Agreement or Cash Management Agreement, and to the extent of such assignment any successor or transfer such Person assignee thereof shall thereupon become vested with all of the rights and benefits in respect thereof granted herein to such Secured Party under any such Transaction Document (including this Agreement), or otherwise 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 Agent Credit Agreement or the Banks, as the case may beany other similar provisions in any other applicable Transaction Document. Upon the termination of the obligations of the Banks to make Loans under the Credit Agreement and indefeasible payment in full of the all Pledged Obligations and the termination or expiration of all amounts owing Revolving Commitments and any other commitments of any Secured Party to the Bank Collateral AgentBorrower or any other Loan Party, 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release Atlantic Power or any of the Collateral with Subordinated Indenture Guarantors or the prior written consent of Convertible Indenture Guarantors under the Loan Agent Transaction Documents and the Banks termination or as may be required hereby or by expiration of all Revolving Letters of Credit, the Credit Agreementsecurity interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such payment and termination of the security interests or release of Collateralexpiration, the Bank Collateral Agent will, at the expense Pledgor’s sole expense, deliver to the Pledgor, without any representations, warranties or recourse of Grantorany kind whatsoever, all certificates and instruments representing or evidencing all Pledged Interests together with all other Collateral held by the Collateral Agent hereunder, and execute and deliver to Grantor the Pledgor, at Pledgor’s expense, such documents as Grantor the Pledgor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. This Agreement creates a The Security Interest shall be continuing security interest in the Collateral and shall (ai) remain in full force and effect until the termination all of the obligations of Secured Obligations have been paid pursuant to the Banks to make Loans under the Credit Agreement Indenture and the payment in full of the Obligationsother Transaction Documents; (bii) be binding upon Grantor, the Pledgor and its successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (ciii) inure to the benefit of and be enforceable by the Bank Collateral AgentPledgee, acting in the Loan Agent name and on behalf of the Banks Secured Parties, and their respective successors, transferees 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 over such Pledged Assets shall cease, and the Pledgee shall execute all documents provided to it which are reasonably requested in writing by the Pledgor at the Pledgor’s sole expense in order to release the relevant Pledged Assets from the Security Interest created under this Agreement. Without limiting As soon as is reasonably practicable, following a written request from the generality Pledgor, the Pledgee, within the next 5 (five) Business Days following the receipt of the foregoing clause (c)written request from the Pledgor and provided that the Pledgee has received written confirmation from the Secured Debt Representative that all of the Secured Obligations shall have been duly satisfied, the Loan Agent fulfilled and the Banks may assign or otherwise transfer any of their respective rights under this Agreement to any other Person discharged in full in accordance with the terms Indenture and provisions of Section 10.07 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 Termination Notice to the RUG. Upon delivery of the Credit Agreement, and Termination Notice by the Pledgee to the extent Pledgor as herein contemplated, this Agreement shall terminate and the Security Interest shall cease, terminate and be released. The Pledgor shall be responsible for the payment of such assignment any and all costs, expenses or transfer such Person shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise fees related to the Loan Agent or the Banks, as the case may be. Upon the termination cancellation of the obligations of the Banks to make Loans under the Credit Agreement and payment Security Interest contemplated in full of the Obligations and all amounts owing to the Bank Collateral Agent, 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit this Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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. This Security Agreement creates shall create a continuing security interest in the Collateral and shall shall: (a) remain in full force and effect until the termination of the obligations of the Banks to make Loans under the Credit Agreement and the indefeasible payment in full in cash of all Secured Obligations and the termination or expiration of all Commitments and all other commitments of the ObligationsSecured 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; (b) be binding upon Grantorthe Grantor and its successors, its successors transferees and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; and (c) inure inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks each other Secured Party and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Loan Agent and the Banks any Secured Party may assign or otherwise transfer (in whole or in part) any of their respective rights under this Agreement to Note, any other Person Loan or any Commitment held by it as provided in accordance with the terms and provisions of Section 10.07 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 to the extent of such assignment any successor or transfer such Person assignee thereof shall thereupon become vested with all of the rights and benefits in respect thereof granted herein to such Secured Party under any such Loan Document or otherwise 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 Loan Agent or the Banks, as the case may be. Upon the termination provisions of the obligations Section 10.11.1 and Article IX 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 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. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon the 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 to the Collateral shall revert to the Grantor. Upon any such payment and termination of the security interests or release of Collateralexpiration, the Bank Collateral Agent will, at the expense of Grantor's sole expense, execute and deliver to the Grantor such documents as the Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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 intereststermination.

Continuing Security Interest. TRANSFER OF NOTES; TERMINATION. This Agreement creates shall create a continuing security interest in the Collateral pursuant to Section 2 hereof and shall (ai) remain in full force and effect until the termination of the obligations of the Banks to make Loans under the Credit Agreement and the (A) indefeasible payment in full of the Obligations; Obligations and the termination or expiration of Lender's obligation to make loans under the Credit Agreement or (bB) the termination of the Guarantors' obligations under the Credit Guaranties, (ii) be binding upon each Grantor, its their successors and assigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Banks; assigns and (ciii) inure inure, together with the rights and remedies of Agent and the Guarantors hereunder, to the benefit of and be enforceable by the Bank Collateral Agent, the Loan Agent and the Banks Guarantors and their respective successorsany successors hereof, transferees subject to the terms and assigns. Without limiting the generality conditions of the foregoing clause (c)Reimbursement Agreement. Subject to the terms of the Reimbursement Agreement, the Loan Agent and the Banks any Guarantor may assign or otherwise transfer its rights thereof, or any of their respective rights under this Agreement in Collateral held by it to any other Person in accordance with the terms and provisions of Section 10.07 of the Credit AgreementPerson, and to the extent of such assignment or transfer such other Person shall thereupon become vested with all the 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 be construed to give to any other party any right, remedy 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 to permitted under the Loan Agent Reimbursement Agreement or the Banksany other Operative Document, as the case may be. Upon the termination none of the rights or 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 Grantors hereunder may be entitled to the return, upon its request and at its expense, of such of the Collateral as shall not have been sold assigned or otherwise applied pursuant to the terms hereof. At any time and from time to time prior to such termination of the security interests, the Bank Collateral Agent may release any of the Collateral with transferred without the prior written consent of the Loan Agent and the Banks or as may be required hereby or by the Credit Agreement. Upon any such termination of the security interests or release of Collateral, the Bank Collateral Agent will, at the expense of Grantor, execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence the termination of the security interests or the release of such Collateral, as the 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 revived and continue 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.