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 Release Date, (b) be binding upon Grantor, its successors and assigns permitted hereby, and (c) inure to the benefit of, and be enforceable by, Secured Party and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (ax) remain in full force and effect until the Release Date, (by) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (cz) inure to the benefit of, and be enforceable by, Secured Party Administrative Agent and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at Grantor’ ’s expense, execute and deliver to each Grantor such documents (including without limitation UCC termination statements) as each such Grantor shall reasonably request to evidence such termination and shall deliver to such Grantor any Collateral held by Secured Party Administrative Agent hereunder. Each Grantor agrees that to the extent that Secured Party Administrative Agent or any other Secured Creditor Lender receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Agent or any other Secured CreditorLender, to the extent that Secured Party Administrative Agent or any other Secured Creditor Lender did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party Administrative Agent or any other Secured Creditor Lender and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred.

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 Release DateDate (except to the extent that the release of any Collateral is otherwise permitted pursuant to the terms of the Loan Documents), (b) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party the Administrative Lender and its successors, transferees transferee and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Lender will, at such Grantor’ 's expense, execute and deliver to such Grantor such documents (including without limitation UCC termination statements) as such Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Each Grantor agrees that to the extent that Secured Party the Administrative Lender or any other Secured Creditor Party receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party the Administrative Lender or any other Secured CreditorParty, to the extent that Secured Party the Administrative Lender or any other Secured Creditor Party did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party the Administrative Lender or any other Secured Creditor Party and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred, to the extent not prohibited by Applicable Law.

Continuing Security Interest. (a) This Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release Datefull and final payment of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted), (b) and be binding upon each Grantor, its successors and assigns permitted herebyand inure, together with the rights and (c) inure remedies of the Security Agent hereunder, to the benefit of, and be enforceable by, Secured Party of the Security Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Indenture, any Holder may assign or otherwise transfer any Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Holder herein or otherwise. Upon the occurrence full and final payment of the Release Date, this Agreement and all obligations Secured Obligations (other than those expressly stated contingent indemnification obligations as to survive such termination) which no claim has been asserted), the security interest granted hereby shall terminate hereunder and of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, record and all rights to the Collateral shall revert to Grantors. (b) Prior to the granting parties Existing Credit Agreement Discharge Date, upon any disposition of property permitted by the Indenture, the Liens granted herein shall be deemed to be automatically released and Secured Party willsuch property shall automatically revert to the applicable Grantor with no further action on the part of any Person. (c) On or after the Existing Credit Agreement Discharge Date, upon (i) any sale or disposition of property of a Grantor to a Person other than the Issuer or a Guarantor or (ii) the consummation of any other transaction permitted by the Indenture as a result of which such Grantor becomes an Excluded Subsidiary or such Grantor is released from its Note Guarantee, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. (d) On or after the Existing Credit Agreement Discharge Date, upon any Collateral being or becoming an Excluded Asset, the security interests created pursuant to this Agreement on such Collateral shall be automatically released. (e) The Grantor shall also be entitled to release the security interests created pursuant to this Agreement as set forth in Section 11.05 of the Indenture. (f) In connection with any termination or release pursuant to the foregoing clauses (a), (b), (c), (d) or (e), the Security Agent shall, at Grantorthe Grantors’ expense, execute and deliver to Grantor or otherwise authorize the filing of such documents (including without limitation UCC termination statements) as Grantor such Grantors shall reasonably request request, in form and substance reasonably satisfactory to the Security Agent, including financing statement amendments to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party release or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredtermination.

Continuing Security Interest. (a) This Agreement creates a continuing security interest in the Collateral and shall (ax) remain in full force and effect until the Release Date, (by) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (cz) inure to the benefit of, and be enforceable by, Secured Party Administrative Agent and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at Grantor’ 's expense, execute and deliver to each Grantor or authorize such Grantor to file such documents (including without limitation UCC termination statements) as each such Grantor shall reasonably request to evidence such termination and shall deliver to such Grantor any Collateral held by Secured Party or on behalf of Administrative Agent hereunder. Each Grantor agrees that to the extent that Secured Party Administrative Agent or any other Secured Creditor Party receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Agent or any other Secured CreditorParty, to the extent that Secured Party Administrative Agent or any other Secured Creditor Party did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party Administrative Agent or any other Secured Creditor Party and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred. (b) In connection with any sale or other disposition of Collateral permitted by the Credit Agreement, the Lien pursuant to this Agreement on such sold or disposed of Collateral shall be automatically released. In connection with the sale or other disposition of Collateral permitted under the Credit Agreement, Administrative Agent shall, upon receipt from the Borrower of a written request for the release of such Collateral subject to such sale or other disposition, identifying such Collateral, deliver to such Grantor, as the case may be, such Collateral held by Administrative Agent hereunder and execute and deliver to the relevant Grantor (at the sole cost and expense of such Grantor) or authorize such Grantor to file all releases or other documents (including without limitation UCC termination statements) necessary or reasonably desirable for the release of Liens created hereby on such Collateral as such Grantor may reasonably request.

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 Release Datelater of (i) the final payment in full of the Obligations and all amounts payable under this Agreement and (ii) the expiration or termination of the obligation of all Secured Parties to extend credit to Debtor and the expiration of all Letters of Credit, (b) be binding upon GrantorDebtor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party Administrative Agent and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at Grantor’ Debtor's expense, execute and deliver to Grantor Debtor such documents (including without limitation UCC termination statements) as Grantor Debtor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Grantor Debtor agrees that to the extent that Administrative Agent or any Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Agent or any other Secured CreditorParty, to the extent that Administrative Agent or any Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Administrative Agent or any Secured Party or any other Secured Creditor and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred.

Continuing Security Interest. (a) This Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release Datefull and final payment of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted), (b) and be binding upon Grantor, its successors and assigns permitted herebyand inure, together with the rights and (c) inure remedies of the Security Agent hereunder, to the benefit of, and be enforceable by, Secured Party of the Security Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Indenture, any Holder may assign or otherwise transfer any Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Holder herein or otherwise. Upon the occurrence full and final payment of the Release Date, this Agreement and all obligations Secured Obligations (other than those expressly stated contingent indemnification obligations as to survive such termination) which no claim has been asserted), the security interest granted hereby shall terminate hereunder and of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, record and all rights to the Collateral shall revert to Grantor. (b) Prior to the granting parties Existing Credit Agreement Discharge Date, upon any disposition of property permitted by the Indenture, the Liens granted herein shall be deemed to be automatically released and Secured Party willsuch property shall automatically revert to the Grantor with no further action on the part of any Person. (c) On or after the Existing Credit Agreement Discharge Date, upon (i) any sale or disposition of property of a Grantor to a Person other than the Issuer or a Guarantor or (ii) the consummation of any other transaction permitted by the Indenture as a result of which such Grantor becomes an Excluded Subsidiary or such Grantor is released from its Note Guarantee, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the Grantor with no further action on the part of any Person. (d) On or after the Existing Credit Agreement Discharge Date, upon any Collateral being or becoming an Excluded Asset, the security interests created pursuant to this Agreement on such Collateral shall be automatically released. (e) The Grantor shall also be entitled to release the security interests created pursuant to this Agreement as set forth in Section 11.05 of the Indenture. (f) In connection with any termination or release pursuant to the foregoing clauses (a), (b), (c), (d) or (e), the Security Agent shall, at the Grantor’ ’s expense, execute and deliver to Grantor or otherwise authorize the filing of such documents (including without limitation UCC termination statements) as the Grantor shall reasonably request request, in form and substance reasonably satisfactory to the Security Agent, including financing statement amendments to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party release or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredtermination.

Continuing Security Interest. Transfer of Secured ------------------------------------------------- Obligations. This Pledge Agreement creates shall create a continuing security interest ----------- in the Collateral and shall (a) remain in full force and effect until all Secured Obligations are paid in full in cash (at which time Pledgor shall be entitled to the Release Datereturn of the Pledged Stock held by Collateral Agent and the Continental Can Note unless the GECC Lien remains in effect, in which case Collateral Agent shall deliver the Continental Can Note to GECC), (b) be binding upon GrantorPledgor, and its successors and assigns permitted herebyassigns, and (c) inure inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit ofof Collateral Agent, and be enforceable by, Secured Party each of the Holders and its each of their respective successors, transferees and assigns; no other Persons (including, without limitation, any other creditor of Pledgor) shall have any interest herein or any right or benefit with respect hereto. Upon Without limiting the occurrence generality of the Release Dateforegoing clause (c), Collateral Agent or any Holder may assign or otherwise transfer any indebtedness held by it secured by this Pledge Agreement and all obligations (to any other than those expressly stated to survive such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any partyPerson, and such other Person shall thereupon become vested with all rights the benefits in respect thereof granted to such party herein or otherwise. Neither this Pledge Agreement nor any interest herein or in the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefitCollateral, or any part thereof, is subsequently invalidatedexcept as otherwise permitted herein, declared to may be fraudulent or preferentialassigned by Pledgor; provided, set aside or is required to -------- however, that this Pledge Agreement may be repaid to a trustee, receiver, or assumed by any other Person under pursuant ------- to and in compliance with Article V of the Indenture if such Person executes and delivers an amendment hereto whereby it expressly assumes all obligations of Pledgor hereunder as if it were an original party hereto and if all covenants herein with respect to any Grantor Relief Law, common law change in name or equitable cause, then to the extent of such payment location or benefit, the Secured Obligations or part thereof intended otherwise has been complied with in connection therewith. This Pledge Agreement shall be deemed to be satisfied shall be revived automatically assigned by Collateral Agent to any Person who succeeds to Collateral Agent in accordance with the Indenture, and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof its assignee shall have been releasedall rights and powers of, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredact as, Collateral Agent.

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 Release DateSecured Obligations are paid in full and all commitments of any Secured Party under the Loan Documents, the Note Purchase Agreements and the other Note Documents have been terminated, (b) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, the Secured Party Parties and its their successors, transferees transferee and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Agent will, at such Grantor’ 's expense, execute and deliver to such Grantor such documents (including without limitation UCC termination statements) as such Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Each Grantor agrees that to the extent that any Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Relief Debtor Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by such Secured Party or any other Secured CreditorParty, to the extent that such Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by such Secured Party or any other Secured Creditor and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred, to the extent not prohibited by Applicable Law.

Continuing Security Interest. ASSIGNMENTS UNDER LOAN AGREEMENT. This Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release DateSecured Obligations have been paid in full in cash in accordance with the provisions of the Loan Agreement and the obligation of the Lender to extend any future Loans under the Loan Agreement have expired or have been terminated, (b) be binding upon Grantorthe Borrower, and its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, the Secured Party Party, and its successors, transferees and assigns. Upon Without limiting the occurrence generality of the Release Dateforegoing CLAUSE (C), this the Secured Party may, in accordance with the provisions of the Loan Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Loan Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Secured Party herein or otherwise. Upon payment in full in cash of the Secured Obligations in accordance with the provisions of the Loan Agreement and all obligations (other than those expressly stated to survive such termination) the expiration or termination of the obligation of the Secured Party and Grantor hereunder to extend any future Loans under the Loan Agreement, the Security Interest granted hereby shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party Borrower or any other Person entitled thereto. At such time, the Secured Creditor receives any payment Party will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or benefit and such payment or benefitrenewal, extension, assignment, or termination of this Agreement or of the Loan Agreement, any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiverother Loan Document, or any other Person under instrument or document executed and delivered by the Borrower to the Secured Party nor any Grantor Relief Lawadditional Advances or other loans made by the Secured Party to Borrower, common law nor the taking of further security, nor the retaking or equitable causere-delivery of the Collateral to the Borrower by the Secured Party shall release the Borrower from any obligation, except a release or discharge executed in writing by the Secured Party in accordance with the provisions of the Loan Agreement. The Secured Party 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 Secured Party and then only to the extent of such payment or benefit, therein set forth. A waiver by the Secured Obligations Party of any right or part thereof intended remedy on any occasion shall not be construed as a bar to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, the exercise of any such repayment by right or remedy which the Secured Party or would otherwise have had on any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredoccasion.

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 Release DateSecured Obligations have been paid in full or otherwise paid or performed to the satisfaction of PSE, (b) be binding upon GrantorCommerce Energy, and its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party PSE, and its successors, transferees and assigns. Upon payment in full, or other payment or performance to the occurrence satisfaction of PSE, of the Release DateSecured Obligations, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Grantor hereunder the Security Interest granted hereby shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party Commerce Energy or any other Secured Creditor receives Person entitled thereto. At such time, PSE will authorize the filing of appropriate UCC termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment or termination of this Agreement or of the Master Agreements, any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiverother Transaction Document, or any other Person under instrument or document executed and delivered by Commerce Energy to PSE nor any Grantor Relief Lawadditional loans made by PSE to Commerce Energy, common law nor the taking of further security, nor the retaking or equitable causere-delivery of the Collateral to Commerce Energy by PSE, nor any other act of PSE shall release Commerce Energy from any obligation, except a release or discharge executed in writing by PSE with respect to such obligation or payment of such obligation or upon payment in full, or other payment or performance to the satisfaction of PSE, of the Secured Obligations. PSE 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 PSE and then only to the extent therein set forth. A waiver by PSE 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 PSE would otherwise have had on any other occasion. Whenever the consent of PSE is required under this Agreement, the granting of such payment consent by PSE in any instance shall not constitute continuing consent to any subsequent instance where such consent is required, and in all cases such consent may be granted or benefit, withheld in the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date sole discretion of execution hereof all as if no release of such Lien or security interest had ever occurredPSE.

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 Release Datelater of (i) the final payment in full of the Obligations and all amounts payable under this Agreement (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, the Letters of Credit or the Collateral Documents survive the termination of the Credit Agreement, the termination of the Commitments, or the expiration or cancellation of the Letters of Credit) and (ii) the expiration or termination of the obligation of all Secured Parties to extend credit to Debtor and the expiration of all Letters of Credit, (b) be binding upon GrantorDebtor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party Administrative Agent and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at Grantor’ Debtor's expense, execute and deliver to Grantor Debtor such documents (including without limitation UCC termination statements) as Grantor Debtor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Grantor Debtor agrees that to the extent that Administrative Agent or any Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Agent or any other Secured CreditorParty, to the extent that Administrative Agent or any Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Administrative Agent or any Secured Party or any other Secured Creditor and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred.

Continuing Security Interest. (a) This Agreement creates a continuing security interest in the Collateral and shall (ax) remain in full force and effect until the Release Date, (by) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (cz) inure to the benefit of, and be enforceable by, Secured Party Administrative Agent and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at Grantor’ ’s expense, execute and deliver to each Grantor such documents (including without limitation UCC termination statements) as each such Grantor shall reasonably request to evidence such termination and shall deliver to such Grantor any Collateral held by Secured Party Administrative Agent hereunder. Each Grantor agrees that to the extent that Secured Party Administrative Agent or any other Secured Creditor Lender receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Agent or any other Secured CreditorLender, to the extent that Secured Party Administrative Agent or any other Secured Creditor Lender did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party Administrative Agent or any other Secured Creditor Lender and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred. (b) In connection with any sale or other disposition of Collateral permitted by the Credit Agreement, the Lien pursuant to this Agreement on such sold or disposed of Collateral shall be automatically released. In connection with the sale or other disposition of Collateral permitted under the Credit Agreement, Administrative Agent shall, upon receipt from the Borrower of a written request for the release of such Collateral subject to such sale or other disposition, identifying such Collateral, deliver to such Grantor, as the case may be, such Collateral held by Administrative Agent hereunder and execute and deliver to the relevant Grantor (at the sole cost and expense of such Grantor) or authorize such Grantor to file all releases or other documents (including without limitation UCC termination statements) necessary or reasonably desirable for the release of Liens created hereby on such Collateral as such Grantor may reasonably request.

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 Release DateSecured Obligations have been paid in full or otherwise paid or performed to the satisfaction of TPS, (b) be binding upon GrantorCommerce Energy, and its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party TPS, and its successors, transferees and assigns. Upon payment in full, or other payment or performance to the occurrence satisfaction of TPS, of the Release DateSecured Obligations, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Grantor hereunder the Security Interest granted hereby shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party Commerce Energy or any other Secured Creditor receives Person entitled thereto. At such time, TPS will authorize the filing of appropriate UCC termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment or termination of this Agreement or of the Energy Agreements, any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiverother Transaction Document, or any other Person under instrument or document executed and delivered by Commerce Energy to TPS nor any Grantor Relief Lawadditional loans made by TPS to Commerce Energy, common law nor the taking of further security, nor the retaking or equitable causere-delivery of the Collateral to Commerce Energy by TPS, nor any other act of TPS shall release Commerce Energy from any obligation, except a release or discharge executed in writing by TPS with respect to such obligation or payment of such obligation or upon payment in full. or other payment or performance to the satisfaction of TPS, of the Secured Obligations. TPS 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 TPS and then only to the extent therein set forth. A waiver by TPS 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 TPS would otherwise have had on any other occasion. Whenever the consent of TPS is required under this Agreement, the granting of such payment consent by TPS in any instance shall not constitute continuing consent to any subsequent instance where such consent is required, and in all cases such consent may be granted or benefit, withheld in the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date sole discretion of execution hereof all as if no release of such Lien or security interest had ever occurredTPS.

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 Release Termination Date, ; (b) be binding upon Grantoreach Pledgor and its successors, its successors transferees and assigns permitted hereby, and assigns; and (c) inure to the benefit of, and be enforceable by, Secured Party of Chase and its successors, transferees successors and assigns. Upon Without limiting the occurrence foregoing clause (c), Chase may assign or otherwise transfer (in whole or in part) the Credit Agreement or any Letter of Credit held by it to any other Person, and such other Person shall thereupon become vested with all the Release Daterights and benefits in respect thereof granted to Chase under any Loan Document or otherwise. Subject to the last sentence of this Section 2.5, this Agreement and all obligations (other than those the indemnification and expense reimbursement provisions set forth in Section 6.4 and any other contingent indemnification or expense reimbursement Obligations expressly stated provided for herein or in any other Loan Document to survive such terminationthe Termination Date) of Secured Party and Grantor hereunder the security interest granted herein shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to each Pledgor on the granting parties Termination Date. Additionally, upon the designation of any Restricted Subsidiary as an Unrestricted Subsidiary and Secured Party Chase’s receipt of a written request from Borrower for the release of the Capital Securities issued by such Unrestricted Subsidiary from the Lien created hereunder, Chase shall promptly release such Lien, provided that no Event of Default then exists and the Lien created hereunder encumbering all other Collateral shall remain in full force and effect. Upon any such termination or release of Collateral, Chase will, at Grantor’ 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 Chase hereunder, and execute and deliver to Grantor such Pledgor such documents (including without limitation UCC termination statements) as Grantor such Pledgor shall reasonably request to evidence such termination and shall deliver or release. Notwithstanding anything to Grantor the contrary contained herein or in any Collateral held by Secured Party hereunder. Grantor other Loan Document, each Pledgor agrees that that: (i) to the extent that Secured Party that, after payment in full of all Obligations, the termination, expiration or any other Secured Creditor receives any payment or benefit and cash collateralization of all Letters of Credit, such payment or benefit, or any part thereof, thereof is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside aside, recovered, rescinded or is required to be retained by or repaid to a trustee, receiver, or any other Person under any Grantor Relief Lawbankruptcy code, common law law, or equitable cause, then to the extent of such payment or benefit, Lien and security interest in the Secured Obligations or part thereof intended to be satisfied Collateral created hereunder shall be revived revived, reinstated and continued in full force and effect effect, as if such said payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to made; and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if (ii) the Lien and security interest hereof in the Collateral created hereunder shall have been releasednot be released or discharged by any payment to Chase from any source that is thereafter paid, such Lien and security interest shall be reinstated with returned or refunded in whole or in part by reason of the same effect and priority as on the date assertion of execution hereof all as if no release a claim of such Lien any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity, or security interest had ever occurredfraud asserted by any account debtor or by any other Person.

Continuing Security Interest. This Security Agreement creates a continuing security interest in the Collateral and shall (ai) remain in full force and effect until such time at which each of the Release Date, following events shall have occurred on or prior to such time (bsuch time being referred to herein as “Security Termination”): (A) be binding upon Grantor, its successors all Obligations are paid in full in cash (other than indemnities and assigns permitted hereby, other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination); and (cB) the Commitments of the Lenders under the Credit Agreement and the other Loan Documents are terminated; (ii) inure to the benefit of, of and be enforceable byby the Beneficiaries and their respective successors, permitted transferees, and permitted assigns; and (iii) be binding on each Debtor and such Debtor’s successors and assigns. No Debtor may, without the prior written consent of Secured Party, assign any rights, duties, or obligations hereunder. Without limiting the generality of the foregoing clause (ii), Secured Party and its successorsLenders 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 the Credit Agreement, transferees and assignsto 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 Secured Party or Lenders, as the case may be. Upon the occurrence satisfaction of the Release Dateconditions set forth in clause (i) of this Paragraph 10 (a) the Collateral shall be released from the Security Interest and Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of the Secured Party and Grantor each Debtor hereunder shall terminate, all without delivery of any instrument or performance of any act further action by any party, and all rights to the Collateral shall revert to the granting parties Debtors. At the request and expense of any Debtor following any such release and termination, the Secured Party willshall deliver to such Debtor any Collateral held by the Secured Party hereunder, at Grantor’ expense, and execute and deliver to Grantor such Debtor such documents (including without limitation UCC termination statements) as Grantor such Debtor shall reasonably request to evidence such release and termination. No Obligor, if any, on any of the Collateral shall ever be obligated to make inquiry as to the termination of this Security Agreement, but shall be fully protected in making payment directly to Secured Party until actual notice of such total payment of the Obligations is received by such Obligor. If any of the Collateral shall be sold, transferred, or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement, then the Security Interest and Lien created pursuant to this Security Agreement in such Collateral shall be released, and the Secured Party, at the request and expense of such Debtor, shall execute and deliver to Grantor any Collateral held by such Debtor all releases and other documents reasonably necessary or advisable for the release of the Security Interest and Liens created hereby on such Collateral; provided that the Borrower shall provide to the Secured Party hereunder. Grantor agrees that to evidence of such transaction’s compliance with the extent that Credit Agreement and the other Loan Documents as the Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredreasonably request.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release Date, payment in full of Loans and all other amounts due under the Loan Agreement and the other Loan Documents and the Commitment and all other obligations of the Secured Party under the Loan Agreement are finally terminated; (b) be binding upon Grantor, its successors and assigns permitted herebyassigns, provided that Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Secured Party; and (c) inure to the benefit of, of and be enforceable by, by the Secured Party and its permitted successors, transferees and assignsassigns under the Loan Agreement. Without limiting the generality of the foregoing clause (c), the Secured Party may assign or otherwise transfer any of its respective rights under this Agreement to any other Person in accordance with the terms and provisions of Section 9.06 of the Loan 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 Secured Party. Upon the occurrence termination of the Release Date, this obligations of the Secured Party to make loans under the Loan Agreement and all obligations payment in full of the Obligations, Grantor and RB (other than those expressly stated to survive such terminationU.K.) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights be entitled to the return, upon its request and at its expense, of such of the Collateral as shall revert not have been sold or otherwise applied pursuant to the granting parties and terms hereof. Upon any such termination of the security interests or release of Collateral, the Secured Party will, at the expense of Grantor’ expense, execute and deliver to Grantor and RB (U.K.) such documents (including without limitation UCC termination statements) as Grantor and RB (U.K.) shall reasonably request to evidence the termination of the security interests or the release of such termination and shall deliver to Grantor any Collateral held by Secured Party hereunderCollateral, as the case may be. Grantor agrees that to To the extent that the Secured Party or any other Secured Creditor receives any payment on account of the Obligations, or benefit any proceeds of Collateral are applied on account of the Obligations, and any such payment or benefit, proceeds or any part thereof, is thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or is aside, subordinated, required to be repaid to a trustee, receiver, receiver or any other Person person or entity under any Grantor Relief Lawdebtor relief law, common law or equitable causerecovered from the Secured Party for any other reason, then then, to the extent of such payment or benefitproceeds received, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued continue in full force and effect effect, as if such payment or benefit proceeds had not been made and, further, any such repayment received by the Secured Party or any other Secured Creditorand applied on account of the Obligations, and the security interests shall continue to secure such Obligations, and all rights of Grantor and RB (U.K.) in the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, Collateral shall be added subject to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and such security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredinterests.

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 Release DateSecured Obligations are paid in full and all commitments of any Secured Party under the Loan Documents, the Note Purchase Agreements and the other Note Documents have been terminated, (b) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, the Secured Party Parties and its their successors, transferees transferee and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Agent will, at such Grantor’ ’s expense, execute and deliver to such Grantor such documents (including without limitation UCC termination statements) as such Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Each Grantor agrees that to the extent that any Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Relief Debtor Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by such Secured Party or any other Secured CreditorParty, to the extent that such Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by such Secured Party or any other Secured Creditor and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred, to the extent not prohibited by Applicable Law. WAIVER OF JURY TRIAL. THE COLLATERAL AGENT AND EACH GRANTOR HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGS INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The Collateral Agent’s Right to Use Agents. The Collateral Agent may exercise its rights under this Agreement through an agent or other designee.

Continuing Security Interest. This From and after the Collateral Trigger Event, this Agreement creates shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the earlier of (i) the Collateral Release DateEvent or (ii) the payment of all Obligations in full after the Maturity Date (except to the extent that the release of any Collateral is otherwise permitted pursuant to the terms of the Loan Documents), (b) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party the Administrative Agent and its successors, transferees transferee and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at such Grantor’ 's expense, execute and deliver to such Grantor such documents (including without limitation UCC termination statements) as such Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Each Grantor agrees that to the extent that Secured Party the Administrative Agent or any other Secured Creditor Party receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party the Administrative Agent or any other Secured CreditorParty, to the extent that Secured Party the Administrative Agent or any other Secured Creditor Party did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party the Administrative Agent or any other Secured Creditor Party and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred, to the extent not prohibited by Applicable Law.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release Datelater of (i) the Obligations are fully, indefeasibly, absolutely and unconditionally paid (other than indemnity obligations that survive the termination of this Agreement for which no notice of a claim has been received by Grantor) and (ii) the expiration of the obligation of all Secured Creditors to extend credit to each Grantor, (b) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party Administrative Agent and its successors, transferees and assigns. Upon At such time as the occurrence Obligations are fully, indefeasibly, absolutely and unconditionally paid (other than indemnity obligations that survive the termination of the Release Date, this Agreement for which no notice of a claim has been received by Grantor) and all obligations (other than those expressly stated of all Secured Creditors to survive such termination) of Secured Party and extend credit to each Grantor hereunder shall terminatehave expired, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at Grantor’ 's expense, execute and deliver to each Grantor such documents (including without limitation UCC termination statements) as each such Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunderpayment. Each Grantor agrees that to the extent that Secured Party Administrative Agent or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Agent or any other Secured Creditor, to the extent that Secured Party Administrative Agent or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party Administrative Agent or any other Secured Creditor and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred.

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 Release DateSecured Obligations have been paid in full in cash in accordance with the provisions of the Note, (b) be binding upon Grantor, and its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party Party, and its successors, transferees and assigns. Upon Without limiting the occurrence generality of the Release Dateforegoing clause (c), this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party may, in accordance with the provisions of the Note, assign or otherwise transfer all or any portion of its rights and Grantor hereunder obligations under the Note to any other Person, and such other Person shall terminatethereupon become vested with all the benefits in respect thereof granted to Secured Party herein or otherwise. Upon payment in full in cash of the Secured Obligations in accordance with the provisions of the Note, all without delivery of any instrument or performance of any act by any party, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party or any other Person entitled thereto. At such time, Secured Creditor receives any payment Party will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or benefit and such payment or benefitrenewal, extension, assignment, or termination of this Agreement or of any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiverother Loan Document, or any other Person under instrument or document executed and delivered by Grantor to Secured Party, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantor, by Secured Party, nor any other act of Secured Party shall release Grantor Relief Lawfrom any obligation, common law except a release or equitable causedischarge executed in writing by Secured Party. Secured Party 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 Secured Party and then only to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment therein set forth. A waiver by Secured Party 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 Secured Party would otherwise have had on any other Secured Creditoroccasion. Governing Law. THIS AGREEMENT, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash paymentINCLUDING ALL MATTERS OF CONSTRUCTION, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured herebyVALIDITY AND PERFORMANCE HEREOF, andSHALL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredWITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

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 Release DateSecured Obligations shall have been indefeasibly paid in cash and in full and all commitments of any Secured Party under the Loan Documents shall have been terminated, (b) be binding upon Grantor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party the Administrative Agent and its successors, in such capacity, for the benefit of the Secured Parties and their respective successors, and permitted transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at Grantor’ ’s expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Grantor agrees that to the extent that any Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by such Secured Party or any other Secured CreditorParty, to the extent that such Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by such Secured Party or any other Secured Creditor and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be automatically, without any further action by any Person, reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred, to the extent not prohibited by applicable law.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release Datelater of (i) the final payment in full of the Indebtedness and (ii) the expiration or termination of the obligation of Secured Party to extend credit pursuant to any Loan Document, (b) be binding upon GrantorDebtor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ Debtor's expense, execute and deliver to Grantor Debtor such documents (including without limitation UCC termination statements) as Grantor Debtor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Grantor Debtor agrees that to the extent that Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Relief Debtor Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations Indebtedness or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured CreditorParty, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations Indebtedness payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred.

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 Release Termination Date, ; (b) be binding upon each Grantor, its successors and assigns permitted hereby, and (c) inure to the benefit of, and be enforceable by, Secured Party and its 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), any Secured Party may assign or otherwise transfer (in whole or in part) any Revolving Credit Commitment or Swing Line Loan Commitment or Loan held by it to any other Person, and such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted to such Secured Party under any Loan Document or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.11 of the Credit Agreement. Upon the occurrence sale, transfer or other disposition of Collateral in accordance with the Credit Agreement, 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 7.1.12 of the Release DateCredit Agreement and the Administrative Agent’s receipt of a written request from the Company for the release of the Capital Securities issued by such Unrestricted Subsidiary from the Lien created hereunder, the Administrative Agent shall promptly release such Lien, provided that no Default then exists and the Lien created hereunder encumbering all other Collateral shall remain in full force and effect. Subject to the last sentence of this Section 2.5, this Agreement and all obligations (other than those the indemnification and expense reimbursement provisions set forth in Section 6.4 and any other contingent indemnification or expense reimbursement Obligations expressly stated provided for herein or in any other Loan Document to survive such terminationthe Termination Date) of Secured Party and Grantor hereunder the security interest granted herein shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to each Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred.Termination

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 Release DateObligations have been indefeasibly paid in full or otherwise terminated in accordance with the provisions of the Notes and the Purchase Agreement, (b) be binding upon the Grantor, and its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, the Secured Party Party, and its successors, successors and permitted transferees and assigns. Upon Without limiting the occurrence generality of the Release Dateforegoing clause (c), this Agreement and all obligations (other than those expressly stated to survive such termination) of the Secured Party may, solely in accordance with the provisions of the Notes and Grantor hereunder the Purchase Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Notes and the Purchase Agreement to any other Person, and such other Person shall terminatethereupon become vested with all the benefits in respect thereof granted to the Secured Party herein or otherwise. Upon indefeasible payment in full or other termination of the Obligations in accordance with the provisions of the Notes and the Purchase Agreement, all without delivery of any instrument or performance of any act by any party, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party or any other Person entitled thereto. At such time, the Secured Creditor receives any payment Party shall authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or benefit and such payment or benefitrenewal, extension, assignment, or termination of this Agreement or of the Notes, the Purchase Agreement, any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiverother Transaction Document, or any other Person under instrument or document executed and delivered by the Grantor to the Secured Party nor any additional loans made by the Secured Party to the Grantor, nor the taking of further security, nor the retaking or re-delivery of the Collateral to the Grantor, by the Secured Party, shall release the Grantor Relief Lawfrom any obligation, common law except a release or equitable causedischarge executed in writing by the Secured Party in accordance with the applicable provisions of this Agreement, the Notes and the Purchase Agreement, as the case may be. The Secured Party 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 Secured Party and then only to the extent of such payment or benefit, therein set forth. A waiver by the Secured Obligations Party of any right or part thereof intended remedy on any occasion shall not be construed as a bar to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, the exercise of any such repayment by right or remedy which the Secured Party or would otherwise have had on any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredoccasion.

Continuing Security Interest. (a) This Agreement creates a continuing security interest in the Collateral and shall (ax) remain in full force and effect until the Release Date, (by) be binding upon each Grantor, its successors and assigns permitted herebyassigns, and (cz) inure to the benefit of, and be enforceable by, Secured Party Administrative Agent and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at Grantor’ ’s expense, execute and deliver to each Grantor or authorize such Grantor to file such documents (including without limitation UCC termination statements) as each such Grantor shall reasonably request to evidence such termination and shall deliver to such Grantor any Collateral held by Secured Party or on behalf of Administrative Agent hereunder. Each Grantor agrees that to the extent that Secured Party Administrative Agent or any other Secured Creditor Lender receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Agent or any other Secured CreditorLender, to the extent that Secured Party Administrative Agent or any other Secured Creditor Lender did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party Administrative Agent or any other Secured Creditor Lender and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred. (b) In connection with any sale or other disposition of Collateral permitted by the Credit Agreement, the Lien pursuant to this Agreement on such sold or disposed of Collateral shall be automatically released. In connection with the sale or other disposition of Collateral permitted under the Credit Agreement, Administrative Agent shall, upon receipt from the Borrower of a written request for the release of such Collateral subject to such sale or other disposition, identifying such Collateral, deliver to such Grantor, as the case may be, such Collateral held by Administrative Agent hereunder and execute and deliver to the relevant Grantor (at the sole cost and expense of such Grantor) or authorize such Grantor to file all releases or other documents (including without limitation UCC termination statements) necessary or reasonably desirable for the release of Liens created hereby on such Collateral as such Grantor may reasonably request.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release Date, (b) be binding upon Grantor, its successors and assigns permitted hereby, and (c) inure Notwithstanding anything to the benefit of, and be enforceable by, Secured Party and its successors, transferees and assigns. Upon the occurrence of the Release Datecontrary herein contained, this Agreement Agreement, the Obligations and all obligations (other than those expressly stated to survive such termination) of Secured Party and Grantor the security interest granted hereunder shall terminatecontinue to be effective or reinstated, all without delivery of as the case may be, if at any instrument or performance of time any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefitpayment, or any part thereof, of any or all of the Obligations is subsequently rescinded, invalidated, declared to be fraudulent or preferential, set aside preferential or is otherwise required to be repaid restored or returned by the Pledgee in connection with any bankruptcy, reorganization or similar proceeding involving the Pledgor, if the proceeds of any Pledged Securities are required to a trustee, receiverbe returned by the Pledgee under any such circumstances, or if the Pledgor elects to return any other Person under any Grantor Relief Law, common law or equitable cause, then to the extent of such payment or benefitproceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received. Without limiting the generality of the foregoing, if prior to any such rescission, invalidation, declaration, restoration or return, this Agreement shall have been canceled or surrendered or the security interest granted hereunder or any Pledged Securities shall have been released or terminated in connection with such cancellation or surrender, this Agreement, the Secured Obligations or part thereof intended to be satisfied security interest and Pledged Securities shall be revived and continued reinstated in full force and effect as if effect, and such prior cancellation or surrender shall not diminish, discharge or otherwise affect the obligations of the Pledgor in respect of the amount of the affected payment or benefit had not been made application of proceeds, the security interest or such Pledged Securities. (b) This Agreement shall create a continuing security interest in the Pledged Securities and, furtherexcept as provided below, the security interest granted hereunder and all agreements, made herein shall survive until, and this Agreement shall terminate only upon, the indefeasible payment and performance in full of the Obligations. Upon the indefeasible payment and performance of all of the Obligations, the Pledgee shall deliver executed termination statements in appropriate form and any other documents reasonably requested by the Pledgor to evidence the termination of the security interest in the Pledged Securities. Any purported termination of this Agreement shall not affect this Agreement in relation to (i) any Obligation that was incurred or arose prior to the effective time of such repayment by Secured Party indefeasible payment and performance, (ii) any Obligation incurred or arising after such effective time where such Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the Pledgor or any other Secured Creditor, to security given for the extent that Secured Party Obligations or any other Secured Creditor did not directly receive a corresponding cash paymentportion thereof or (iii) any renewals, shall be added to and be additional Secured Obligations payable upon demand by Secured Party extensions, readvances, modifications or rearrangements of any other Secured Creditor and secured hereby, and, if of the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredforegoing.

Continuing Security Interest. Assignments under Purchase -------------------------------------------------------- Agreement. This Agreement creates shall create a continuing security interest in the --------- Collateral and shall (a) remain in full force and effect until the Release Dateperformance in full of the Obligations, (b) be binding upon Grantor, Intercell and its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, of and be enforceable by, by the Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) and to the extent permitted under the Purchase Agreement, upon any assignment by Secured Party to any other person of all or any portion of its rights and obligations under the Purchase Agreement, such other person shall thereupon become vested with all the benefits in respect thereof granted to Secured Party herein or otherwise. Upon the occurrence performance in full of the Release Date, this Agreement Obligations and all obligations (other than those expressly stated to survive such termination) of Secured Party and Grantor hereunder amounts payable under this Agreement, the security interest granted hereby shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to Intercell. No transfer or renewal, extension, assignment or termination of this Agreement, the granting parties Purchase Agreement or any other instrument or document executed and delivered by Intercell to the Secured Party, nor any additional investments or loans made by the Secured Party, nor the taking of further security, nor the retaking or redelivery of the Collateral to Intercell by the Secured Party, nor any other act of the Secured Party, shall release Intercell from any obligation hereunder, except upon a release or discharge executed in writing by the Secured Party will, at Grantor’ expense, execute and deliver with respect to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence obligation or upon payment of such termination and shall deliver to Grantor any Collateral held by obligation or upon full satisfaction of all the Obligations. The Secured Party hereunder. Grantor agrees that 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 Secured Party and then only to the extent that therein set forth. A waiver by the Secured Party of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which the Secured Party has or would otherwise have had on any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurredoccasion.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (ai) remain in full force and effect until the Release Date, (bii) be binding upon GrantorDebtor, its permitted successors and assigns permitted herebyassigns, and Debtor as a debtor in possession and any trustee or administrator for Debtor or is property, and (ciii) inure to the benefit of, and be enforceable by, Secured Party and its successors, transferees and assigns. Upon any such termination, all Collateral shall be released from the occurrence of the Release DateLiens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party Party, each Lender and Grantor Debtor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ Debtor’s expense, execute and deliver to Grantor Debtor such documents (including without limitation UCC termination statements) as Grantor Debtor shall reasonably request to evidence such termination and shall deliver to Grantor Debtor any Collateral held by Secured Party hereunder. Grantor Debtor agrees that to the extent that Secured Party or any other Secured Creditor Lender receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Relief Lawproceeding under any bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured CreditorLender, to the extent that Secured Party or any other Secured Creditor Lender did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor Lender and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred.

Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Release Date, (b) be binding upon each Grantor, its successors and assigns permitted hereby, and (c) inure to the benefit of, and be enforceable by, Secured Party and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party will, at each Grantor’ ’s expense, execute and deliver to each such Grantor such documents (including without limitation UCC termination statements) as each such Grantor shall reasonably request to evidence such termination and shall deliver to the appropriate Grantor any Collateral held by Secured Party hereunder. Each Grantor agrees that to the extent that Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred.

Continuing Security Interest. (a) This Agreement creates a continuing security interest in the Collateral and shall (ax) remain in full force and effect until the Release Date, (by) be binding upon the Grantor, its successors and assigns permitted herebyassigns, and (cz) inure to the benefit of, and be enforceable by, Secured Party Administrative Agent and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party Administrative Agent and the Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Agent will, at the Grantor’ ’s expense, execute and deliver to the Grantor such documents (including without limitation UCC termination statements) as each the Grantor shall reasonably request to evidence such termination and shall deliver to the Grantor any Collateral held by Secured Party Administrative Agent hereunder. The Grantor agrees that to the extent that Secured Party Administrative Agent or any other Secured Creditor Lender receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Agent or any other Secured CreditorLender, to the extent that Secured Party Administrative Agent or any other Secured Creditor Lender did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party Administrative Agent or any other Secured Creditor Lender and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred. (b) In connection with any sale or other disposition of Collateral permitted by the Credit Agreement, the Lien pursuant to this Agreement on such sold or disposed of Collateral shall be automatically released. In connection with the sale or other disposition of Collateral permitted under the Credit Agreement, Administrative Agent shall, upon receipt from the Borrower of a written request for the release of such Collateral subject to such sale or other disposition, identifying such Collateral, deliver to the Grantor, as the case may be, such Collateral held by Administrative Agent hereunder and execute and deliver to the Grantor (at the sole cost and expense of the Grantor) or authorize the Grantor to file all releases or other documents (including without limitation UCC termination statements) necessary or reasonably desirable for the release of Liens created hereby on such Collateral as the Grantor may reasonably request.

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 Release Datelater of (i) the final payment in full of the Obligations and all amounts payable under this Agreement (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, the Letters of Credit or the Collateral Documents survive the termination of the Credit Agreement, the termination of the Commitments, or the expiration or cancellation of the Letters of Credit) and (ii) the expiration or termination of the obligation of all Secured Parties to extend credit to Debtor and the expiration of all Letters of Credit, (b) be binding upon GrantorDebtor, its successors and assigns permitted herebyassigns, and (c) inure to the benefit of, and be enforceable by, Secured Party Administrative Lender and its successors, transferees and assigns. Upon the occurrence of the Release Date, this Agreement and all obligations (other than those expressly stated to survive any such termination) of Secured Party and Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the granting parties and Secured Party Administrative Lender will, at Grantor’ Debtor's expense, execute and deliver to Grantor Debtor such documents (including without limitation UCC termination statements) as Grantor Debtor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereundertermination. Grantor Debtor agrees that to the extent that Administrative Lender or any Secured Party or any other Secured Creditor receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person party under any Grantor Debtor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party Administrative Lender or any other Secured CreditorParty, to the extent that Administrative Lender or any Secured Party or any other Secured Creditor did not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Administrative Lender or any Secured Party or any other Secured Creditor and secured hereby, and, if the Lien lien and security interest hereof shall have been released, such Lien lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien lien or security interest had ever occurred.

Continuing Security Interest. Assignments under Credit Agreement; Termination; Payments Set ------------------------------------------------------------- Aside. This Agreement creates shall create a continuing security ----- interest in the Collateral and shall (ai) remain in full force and effect until payment in full in cash of the Release DateSecured Obligations and termination of the Credit Agreement, (bii) be binding upon the Grantor, its successors and assigns permitted herebyassigns, and (ciii) inure to the benefit of, and be enforceable by, the Agent, the Secured Party Parties and its their respective successors, and permitted transferees and assigns. Without limiting the generality of the foregoing clause ------ (iii), ----- any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement in accordance with the terms thereof (including, without limitation, all or any portion of its Commitments and any Loans or Reimbursement Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise. Upon the occurrence payment in full in cash of the Release DateSecured Obligations and the termination of the Credit Agreement, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Grantor hereunder the security interest granted hereby shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to the granting parties and Secured Party will, at Grantor’ expense, execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver to Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to To the extent that Secured Party the Grantor makes a payment or payments to the Agent or any other Secured Creditor receives any payment Party, or benefit the Agent or the Secured Parties enforce their security interests or exercise their rights of set-off, and such payment or benefit, payments or the proceeds of such enforcement or set- off or any part thereof, is thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or is and/or required to be repaid to a trustee, receiver, receiver or any other Person party under any Grantor Relief Lawbankruptcy law, state or federal law, common law or equitable cause, then then, to the extent of such payment or benefitrecovery, the Secured Obligations obligation or part thereof originally intended to be satisfied satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any or such repayment by Secured Party enforcement or any other Secured Creditor, to the extent that Secured Party or any other Secured Creditor did set-off had not directly receive a corresponding cash payment, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest had ever occurred.

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 Release Date, date that is 15 days after the indefeasible payment in full in cash or performance of all Secured Obligations; (b) be binding upon Grantor, its successors and assigns permitted hereby, and (c) inure to the benefit of, and be enforceable by, Secured Party Grantor and its successors, transferees and assigns; and (c) inure, together with the rights and remedies of Holder and its respective successors, transferees and assigns. Upon On the occurrence date that is 15 days after the indefeasible payment in full in cash of all Secured Obligations, the Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of Secured Party and Grantor hereunder security interest granted herein shall terminate, all without delivery of any instrument or performance of any act by any party, terminate and all rights to the Collateral shall revert to the granting parties Grantor. Upon any such payment and Secured Party termination or expiration, Holder will, at 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 Holder to impair, encumber or otherwise affect the ownership of or rights in the Collateral, all Collateral held by Holder hereunder, and execute and deliver to Grantor such documents (including without limitation UCC termination statements) as Grantor shall reasonably request to evidence such termination and shall deliver termination. If at any time all or any part of any payment theretofore applied by Holder to any of the Secured Obligations is or must be rescinded or returned by Holder for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, reorganization or other similar proceeding of Grantor any Collateral held by Secured Party hereunder. Grantor agrees that to the extent that Secured Party or any other Secured Creditor receives any payment or benefit and Person), such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Grantor Relief Law, common law or equitable cause, then to the extent of such payment or benefit, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made andshall, further, any such repayment by Secured Party or any other Secured Creditorfor purposes of this Pledge Agreement, to the extent that Secured Party such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by Holder or any other termination agreement or release provided to Grantor, and this Pledge Agreement shall continue to be effective or reinstated, as the case may be, as to such Secured Creditor did not directly receive a corresponding cash paymentObligations, shall be added to and be additional Secured Obligations payable upon demand by Secured Party or any other Secured Creditor and secured hereby, and, if the Lien and security interest hereof shall have been released, such Lien and security interest shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of though such Lien or security interest application by Holder had ever occurrednot been made.