Common use of Continuing Agreement Clause in Contracts

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents and pursuant to the stated terms thereof) remain outstanding, any contingent indemnity obligations that are not yet due and payable) Credit Document or Secured Hedging Agreement is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) actually incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than or any such obligations which by the terms thereof are stated to survive termination Credit Document or Hedging Agreement is in effect or any Letter of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) Credit shall remain outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Pledgor Obligations remain outstanding (other than or any such obligations which by the terms thereof are stated to survive termination Credit Document or Hedging Agreement is in effect or any Letter of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) Credit shall remain outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute executed and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Pledgor Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any the Note remains outstanding. Upon full payment of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and terminationNote, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Pledgee shall, upon the request and at the expense of the PledgorsPledgor, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Pledgor evidencing such termination. Upon full satisfaction of the secured Note and notice of such satisfaction from the Pledgee, Agent shall promptly assign and deliver to the Pledgor, or to such person or persons as the Pledgor shall designate, all of the Pledged Collateral still held hereunder, accompanied by appropriate instruments of reassignment. Any such reassignment shall be without recourse to or warranty by the Pledgee. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Pledgee as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Pledgee in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Pledgor Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of the Secured Obligations Credit shall remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute executed and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Pledgor Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any until all of the Secured Obligations remain outstanding (other than any such obligations which by have been satisfied in full. Upon the terms thereof are stated to survive termination occurrence of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and terminationSecured Obligations being satisfied in full, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Bank shall, upon the request and at the expense of the PledgorsPledgor, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Pledgor evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Bank as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Bank in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to survive termination of the Loan Documents and Credit Documents) or any contingent indemnity obligations that are not yet due and payable) Credit Document or any Secured Hedging Agreement or any Secured Cash Management Agreement is in effect, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated without delivery of any instrument or performance of any act by any Person and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests granted hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event that payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsPledgor, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release and discharge all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements statements, PPSA discharges and/or other documents reasonably requested by the Pledgors Pledgor evidencing such termination, release and discharge and shall re-deliver the certificates evidencing the Pledged Shares to the Pledgor or to such other Person as the Pledgor shall direct. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawLaw, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsexpenses) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal fees limitation, attorneys' fees, the allocated cost of internal counsel and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents and pursuant to the stated terms thereof) remain outstanding, any contingent indemnity obligations that are not yet due and payable) Credit Document or Secured Hedging Agreement is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event that payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents and pursuant to the stated terms thereof) remain outstanding, any contingent indemnity obligations that are not yet due and payable) Credit Document or Secured Hedging Agreement is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Obligations remain outstanding (other than any such contingent indemnification obligations for which by the terms thereof are stated to survive termination of no claims has been asserted) arising under the Loan Documents have been paid in full and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto shall have expired or been terminated. Upon such payment and termination, at which time this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding termination and return all possessory collateral; provided, however, that notwithstanding the foregoing, all releases so long as no Event of Default shall have occurred and indemnities provided be continuing, this Agreement may be terminated, and the pledges and security interests hereunder shall survive released, on payment in full of the Loan Obligations (other than contingent indemnification obligations for which no claims has been asserted) and termination of this Pledge Agreementthe commitments relating thereto. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsdisbursements of counsel) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Loan Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal fees limitation, attorneys' fees, the allocated cost of internal counsel and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Domestic Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities set forth in the Loan Documents). Upon such payment and termination, this Pledge Domestic Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Domestic Security Agreement. (b) This Pledge Domestic Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsAttorney Costs) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any until the termination of the Secured Aggregate Commitments and payment in full of all Obligations remain outstanding (other than any such (A) contingent indemnification obligations which by the terms thereof are stated to survive termination of the Loan Documents not then due and any contingent indemnity payable and (B) obligations that are and liabilities under Swap Contracts and Treasury Management Agreements not yet then due and payable) and until the expiration or termination of all Letters of Credit (or if any Letters of Credit shall remain outstanding, upon the (x) the cash collateralization of the commitments relating thereto have been terminatedOutstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and the applicable L/C Issuer (if other than the Administrative Agent) or (y) the receipt by the applicable L/C Issuer of a backstop letter of credit on terms satisfactory to the Administrative Agent and such L/C Issuer (if other than the Administrative Agent)). Upon such payment and terminationtermination and termination (or other satisfaction) of all Letters of Credit, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder, return to the Pledgors all Certificates and other instruments delivered to the Collateral Agent hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of until the Secured Obligations remain outstanding (other than contingent indemnification obligations) have been paid in full, any such obligations which by Letters of Credit have been Cash Collateralized, and the terms thereof are stated to survive termination Commitments of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of Lenders under the commitments relating thereto Credit Agreement have been terminated. Upon such payment and termination, at which time this Pledge Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Liens and security interests granted herein shall be automatically released and terminated upon written acknowledgement by the Administrative Agent that all Secured Obligations have been paid in full, and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such release and termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Pledgor Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and Documents) or any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedLoan Document is in effect. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital StockEquity Interests, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute authorize and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder on behalf of the Secured Obligations Parties in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured ObligationsPledgor Obligations in the manner provided in Credit Agreement.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawLaw, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal attorneys’ fees and disbursementsexpenses) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Obligations remain outstanding (other than any are Fully Satisfied. At such obligations which by time as the terms thereof Secured Obligations are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and terminationFully Satisfied, this Pledge Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawLaw, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents and pursuant to the stated terms thereof) remain outstanding, any contingent indemnity obligations that are not yet due and payable) Credit Document or Secured Hedging Agreement is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent, the Control Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent, the Control Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent, the Control Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until the earlier of (i) such time as any the Credit Party Obligations are Fully Satisfied or (ii) such time as all of Net Cash Proceeds from the sales of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof Capital Stock of Dairy LLC and Dairy TXCT LLC to one or more Persons who are stated to survive termination not Affiliates of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto Borrower pursuant to Permitted Asset Dispositions have been terminatedirrevocably delivered to the Credit Parties. Upon At such payment and terminationtime, this Pledge Agreement shall be automatically terminated and the Administrative liens and security interests created hereunder shall automatically terminate and the Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligor, (i) return redeliver all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered Shares to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder Obligor and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligor evidencing such termination. Any other releases of Pledged Collateral prior to the termination of this Pledge Agreement shall be made pursuant to Section 8.5 of the Credit Agreement. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided PROVIDED that in the event payment of all or any part of the Secured Obligor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligor Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such contingent indemnification obligations which by that pursuant to the express terms thereof are stated to of the Loan Documents survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payableDocuments) and until all of the commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Secured Obligations and terminationtermination of all commitments relating thereto, this Pledge Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable documented out-of-pocket costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until the payment in full of all Obligations (subject to Section 2(b) and other than (i) contingent indemnification obligations as any to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the Commitments have expired or been terminated, and no Letters of the Secured Obligations Credit remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination Extended Letters of the Loan Documents Credit and any contingent indemnity obligations that are not yet due other Letters of Credit the Outstanding Amount of which has been Cash Collateralized or back stopped by a letter of credit or other credit support in form and payable) substance reasonably satisfactory to the Administrative Agent and until all of the commitments relating thereto have been terminated. Upon such payment and terminationapplicable L/C Issuer), at which time this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver deliver, or authorize the Pledgors to prepare and file, all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force until the Discharge of Obligations. Upon the Discharge of Obligations, this Agreement and effect so long as any the liens and security interests of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement Escrow Agent hereunder shall be automatically terminated and the Administrative Escrow Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantor, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its the Noteholders liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantor evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Escrow Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Escrow Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations. Any reinstatement in accordance with this Section 6.1(b) shall not include any Pledged Collateral that Grantor disposed of in a bona fide transaction prior to such reinstatement.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of the Secured Obligations Credit shall remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Credit Party Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Documents and pursuant to the stated terms thereof) remain outstanding or any contingent indemnity obligations that are not yet due and payable) Loan Document is in effect, and until all of the commitments relating thereto Revolving Commitments shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Party shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Credit Party Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event that payment of all or any part of the Secured Credit Party Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Credit Party Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such unasserted contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Secured Credit Documents and pursuant to the stated terms thereof) or any contingent indemnity obligations that are not yet due and payable) Senior Secured Notes remain outstanding, any Secured Credit Document is in effect and until all of Commitments under the commitments relating thereto Credit Agreement shall have been terminated. Upon Subject to Section 10.10 of the Indenture, upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Furthermore, all Collateral shall be released from the Lien of this Security Agreement in accordance with Section 8.11 of the Credit Agreement and Sections 10.03 and 10.10 of the Indenture or as otherwise permitted under the Indenture. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Pledgor Obligations remain outstanding (other than outstanding, any such obligations which by the terms thereof are stated to survive termination Credit Document is in effect or any Letter of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) Credit shall remain outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute executed and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Pledgor Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Security Agreement and the Liens created hereby shall be automatically terminated terminate and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, upon the consummation of any disposition of any Collateral permitted by the Agreement, the security interest and Lien granted hereby in the Collateral subject to such disposition shall automatically terminate and be released, and the Administrative Agent shall, upon the request and at the expense of the Grantors, execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. Upon the consummation of any disposition of any Grantor permitted by the Agreement, such Grantor shall by automatically released from its obligations hereunder and the security interest and Lien in the Collateral of such Grantor shall automatically terminate and be released, and the Administrative Agent shall, upon the request and at the expense of the Grantors, execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawLaws, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than outstanding, any such obligations which by the terms thereof are stated to survive termination Credit Document is in effect or any Letter of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) Credit shall remain outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such contingent indemnification obligations which by that pursuant to the express terms thereof are stated to of the Loan Documents survive termination of the Loan Documents Documents, obligations arising under Cash Management Agreements that survive the termination of the Credit Agreement as to which cash collateral or other arrangements satisfactory to the applicable Cash Management Bank shall have been made and any contingent indemnity obligations that are not yet due Letters of Credit as to which Cash Collateral or other arrangements satisfactory to Administrative Agent and payableL/C Issuer shall have been made) and until all of the commitments relating thereto have been terminatedterminated and the Facility Termination Date has occurred. Upon such payment and terminationthe Facility Termination Date, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Senior Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Senior Secured Obligations and terminationtermination of all commitments relating thereto, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations Creditors shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Senior Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Creditor as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Senior Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the CHAR1\1042960v9 Secured Obligations Creditor in defending and enforcing such reinstatement shall be deemed to be included as a part of the Senior Secured Obligations.

Continuing Agreement. (a) Upon this Security Agreement becoming effective in accordance with the terms hereof and of the other Credit Documents, the Existing Security Agreement shall be deemed amended and restated by this Security Agreement. This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to survive termination of the Loan Documents and Credit Documents) or any contingent indemnity obligations that are not yet due and payable) Credit Document or any Secured Hedging Agreement is in effect, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated without delivery of any instrument or performance of any act by any Person and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests granted hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect for so long as any of Lender shall have any Commitment under the Secured Obligations Credit Agreement, and so long as any Loan or other Obligation under the Credit Agreement shall remain outstanding unpaid or unsatisfied (other than any such contingent indemnification obligations for which by no claim has been asserted), at which time this this Pledge Agreement, and the terms thereof are stated to survive termination liens and security interests of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and terminationAdministrative Agent hereunder, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC Uniform Commercial Code termination statements and/or other documents reasonably requested by the Pledgors evidencing such terminationtermination and return to Pledgors all Pledged Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that provided, that, in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated excluding Secured Obligations solely with respect to survive termination Cash Collateralized Letters of Credit) arising under the Loan Documents have been paid in full and the Commitments and any contingent indemnity obligations that are not yet due and payableLetter of Credit (excluding any Cash Collateralized Letter of Credit) and until all of the commitments relating thereto have expired or been terminated. Upon such payment and termination, at which time this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than contingent indemnity Obligations). Upon such payment or other satisfaction of all Secured Obligations (other than contingent indemnity Obligations) and terminationtermination of the commitments related thereto, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawLaw, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable out-of-pocket costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Obligations remain outstanding (other than any such contingent indemnification obligations for which by the terms thereof are stated to survive termination of no claims has been asserted) arising under the Loan Documents have been paid in full and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto shall have expired or been terminated. Upon such payment and termination, at which time this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding ; provided, however, that notwithstanding the foregoing, all releases so long as no Event of Default shall have occurred and indemnities provided be continuing, this Agreement may be terminated, and the pledges and security interests hereunder shall survive released, on payment in full of the Loan Obligations (other than contingent indemnification obligations for which no claims has been asserted) and termination of this Pledge Agreementthe commitments relating thereto. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsdisbursements of counsel) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated and all Letters of Credit have been cancelled. Upon such payment in full in cash of all Secured Obligations, the cancellation of all Letters of Credit and terminationtermination of the commitments related thereto, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of Credit shall remain outstanding, and until all of the Secured Obligations remain outstanding Commitments thereunder shall have terminated (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and and, the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation limitation, any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnification obligations for which by no claim has been asserted) remains outstanding. Upon payment or other satisfaction of all Obligations (other than contingent indemnification obligations for which no claim has been asserted), this Agreement and the terms thereof are stated to survive termination liens and security interests of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement Collateral Agent hereunder shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that provided, that, in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than or any such obligations which by the terms thereof are stated to survive termination of the Loan Documents Credit Document or any Swap Contract between any Obligor and any contingent indemnity obligations that are not yet due and payable) Lender in connection with the Loans is in effect or any Letter of Credit shall remain outstanding, and until all of the commitments relating thereto Revolving Commitments thereunder shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver deliver, or authorize the filing of, all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such in respect of unasserted indemnification and expense reimbursement obligations which by that survive the terms thereof are stated to survive termination of the Loan Documents this Pledge Agreement or obligations and liabilities under any contingent indemnity obligations that are Secured Swap Agreement or any Secured Treasury Management Agreement, in each case, not yet due and payable) and until all of the commitments Commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Secured Obligations (other than in respect of unasserted indemnification and terminationexpense reimbursement obligations that survive the termination of this Pledge Agreement or obligations and liabilities under any Secured Swap Agreement or any Secured Treasury Management Agreement, in each case, not yet due and payable) and termination of all Commitments relating thereto, this Pledge Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and all other Collateral in its possession and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable and documented costs and expenses (including including, without limitation any limitation, reasonable legal and documented attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any (i) all principal of the and interest accrued to such date which constitute Secured Obligations remain outstanding shall have been paid in full in cash, (ii) all fees, expenses and other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet amounts then due and payable) and until all of the commitments relating thereto payable which constitute Secured Obligations shall have been paid in cash, (iii) all outstanding Letters of Credit shall have been (A) terminated, (B) fully Cash Collateralized or (C) secured by one or more letters of credit on terms and conditions, and with one or more financial institutions, reasonably satisfactory to the applicable L/C Issuer, (iv) if a holder of obligations and liabilities under Secured Hedge Agreements has provided prior written notice to the Administrative Agent thereof, all amounts then due and payable (or which will be due and payable following notice or expiration of any grace period) shall have been paid in full in cash or made subject to other arrangements satisfactory to such holder, (v) if a holder of obligations and liabilities under Secured Cash Management Agreements has provided prior written notice to the Administrative Agent thereof, all amounts then due and payable (or which will be due and payable following notice or expiration of any grace period) shall have been paid in full in cash or made subject to other arrangements satisfactory to such holder and (vi) the Commitments shall have expired or been terminated in full. Upon At such payment and termination, time this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Pledgor Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents Documents) or any Loan Document or Swap Contract between any Loan Party and any contingent indemnity Lender (to the extent the obligations that are not yet due and payableof such Loan Party thereunder constitute Obligations) and until all of the commitments relating thereto have been terminatedis in effect. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Pledgor Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedFully Satisfied. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than or any such obligations which by the terms thereof are stated to survive termination Credit Document or Lender Hedging Agreement or any Letter of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) Credit shall remain outstanding and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its their liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawLaw, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal attorneys’ fees and disbursementsexpenses) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Credit Party Obligations remain outstanding (other than any are Fully Satisfied. At such obligations which by time as the terms thereof Credit Party Obligations are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and terminationFully Satisfied, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured ObligationsObligor Obligations secured by the Pledged Collateral.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement and the Liens created hereby shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Obligations have been paid in full (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the Commitments have expired or been terminated, and no Letters of Credit remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination Extended Letters of the Loan Documents Credit and any contingent indemnity obligations that are not yet due other Letters of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and payable) substance reasonably satisfactory to the Administrative Agent and until all of the commitments relating thereto have been terminated. Upon such payment and terminationapplicable L/C Issuer), at which time this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and shall at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith promptly release all of its liens and security interests hereunder and shall execute and deliver deliver, or authorize the Grantors to prepare and file, all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the Loans and LOC Obligations together with interest and fees under the Credit Agreement (and all guaranty obligations in respect thereof) shall have been paid in full and all commitments relating thereto shall have been terminated. Upon such payment and termination, this Pledge Agreement shall automatically be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsCredit Parties, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver to the Credit Parties, or to such person or persons as the Credit Parties shall reasonably designate, all UCC Uniform Commercial Code termination statements and/or other and similar documents reasonably requested prepared by the Pledgors evidencing Credit Parties which the Credit Parties shall reasonably request to evidence such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) Without limiting the foregoing, notwithstanding anything else to the contrary in this Agreement, all Collateral sold, transferred or otherwise disposed of in accordance with the terms of the Credit Agreement shall be sold, transferred or otherwise disposed of free and clear of the lien and security interest created hereunder. In connection with the foregoing, the Collateral Agent shall execute and deliver to the Credit Parties, or to such other person or persons as the Credit Parties shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Credit Parties which the Credit Parties shall reasonably request to evidence the release of the lien and security interest created hereunder with respect to any such Collateral. (c) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Bank as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Bank in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Credit Party Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents and pursuant to the stated terms thereof) remain outstanding or any contingent indemnity obligations that are not yet due and payable) Credit Document is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Credit Party Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event that payment of all or any part of the Secured Credit Party Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Credit Party Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations or any Letter of Credit shall remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto Commitments shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon the payment in full of the Secured Obligations and such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Loan Documents). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsattorney costs) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be is a continuing agreement in every respect and shall remain in full force and effect so long as any until the earlier of (x) payment in full in cash of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Senior Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment Junior Loans or (y) subject to the rights granted to each Junior Lender under Section 6(f), transfer of title to Junior Lenders of their respective Equity Collateral in strict conformance with the terms and terminationconditions of Section 6 (provided, however, this Pledge Agreement shall be automatically terminated terminate with respect to any Junior Lender that acquires title (in its own name or the name of a designee) to its respective Equity Collateral and to any Subordinate Junior Lender) or (z) subject to the Administrative Agent rights granted to each Junior Lender under the last paragraph of each of Sections 14(b) and 14(d), the holders transfer of the Secured Obligations shall, upon the request and at the expense Premises by foreclosure of the PledgorsSenior Loan Documents or the exercise of power of sale contained therein by deed-in-lieu of foreclosure in each case in accordance with the provisions of Section 14 of this Agreement; provided, however, that (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments any rights or remedies of transfer or assignment which have been delivered any party hereto arising out of any breach of any provision hereof occurring prior to the Administrative Agent pursuant to date of termination of this Pledge Agreement shall survive such termination and (ii) forthwith release all if at any time any payment in full of its liens the Senior Loan or any Junior Loan is rescinded in whole or in part or must be otherwise restored or returned in whole or in part upon the insolvency, bankruptcy or reorganization of any Borrower Party or any Junior Borrower, as applicable, or otherwise, then, upon the restoration or return of any portion of such payment in full, Senior Lender’s or the related Junior Lender’s, as applicable, rights and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided obligations hereunder shall survive termination of this Pledge Agreement. be reinstated as though such payment in full (b) This Pledge Agreement shall continue to be effective or be automatically reinstatedportion thereof so restored or returned, as the case may be) had not been made at such time. In the event the Senior Loan is repaid in full, if at any time payment, in whole or in part, of any (i) the Junior Lender with the highest priority Junior Loan shall have the right to exercise all of the Secured Obligations is rescinded or must otherwise rights granted to Senior Lender pursuant to this Agreement and shall thereafter be restored or returned by deemed to be the Administrative Agent or any “Senior Lender” and to be the holder of the Secured Obligations as a preference“Senior Loan” for all purposes without requiring the amendment of this Agreement, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in (ii) references hereafter to the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement Senior Loan Documents shall be deemed to be included as a part references to such Senior Junior Lender’s Senior Junior Loan Documents and (iii) references to “Transfer of the Secured ObligationsPremises by foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure” (or words of similar import) shall be deemed to be references to transfer of such Senior Junior Lender’s Equity Collateral pursuant to any Equity Collateral Enforcement Action. Notwithstanding the foregoing provisions of this Section 18(m), in the event the Senior Loan or any Junior Loan is repaid in full in cash or otherwise retired, cancelled or terminated, Senior Lender or the Junior Lender that was the holder of such repaid, retired, cancelled or terminated loan shall have no further rights or obligations under this Agreement, except those rights and obligations that expressly survive the expiration or termination of this Agreement. The provisions of this Section 18(m) shall survive the expiration and termination of this Agreement with respect to any party hereto.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any contingent indemnification obligations under the Loan Documents that are not yet due and payable). Upon such payment and termination, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stockauthorize, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal fees limitation, attorneys’ fees, the allocated cost of internal counsel and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be is a continuing agreement in every respect and shall remain in full force and effect so long as any until the earlier of (x) payment in full of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Senior Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon Junior Loans or (y) transfer of title to the Junior Lenders of their respective Separate Collateral (provided, however, in such payment and termination, instance this Pledge Agreement shall be automatically terminated terminate with respect to any Junior Lender who acquires title to its respective Equity Collateral and any applicable Subordinate Junior Lenders) or (z) the Administrative Agent and the holders transfer of all of the Secured Obligations shall, upon the request and at the expense Premises by foreclosure of the PledgorsSenior Loan Documents or the exercise of power of sale contained therein by deed-in-lieu of foreclosure; provided, however, that any rights or remedies of any party hereto arising out of any breach of any provision hereof occurring prior to the date of termination shall survive such termination. In the event the Senior Loan is repaid in full, (ix) return the Senior Junior Lender with the highest priority shall have the right to exercise all certificates representing of the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered rights granted to the Administrative Agent Senior Lender pursuant to this Pledge Agreement and (ii) forthwith release all of its liens shall, from and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by after the Pledgors evidencing such termination. Notwithstanding the foregoingrepayment in full, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue be deemed to be effective or the “Senior Lender” and to be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference“Senior Loan” for all purposes without requiring the amendment of this Agreement, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in (y) references hereafter to the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement Senior Loan Agreement shall be deemed to be included as a part references to the First Mezzanine Loan Agreement and (z) references to “transfer of the Secured ObligationsPremises by foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure” (or words of similar import) shall be deemed to be references to transfer of the First Mezzanine Lender’s Equity Collateral pursuant to any Equity Collateral Enforcement Action. Notwithstanding the foregoing provisions of this Section 31, in the event the Senior Loan or any Junior Loan is repaid in full, the Senior Lender or Junior Lender that was the holder of such repaid loan shall have no further rights under this Agreement, but this Agreement shall remain in effect as to any outstanding Junior Lender. Notwithstanding any termination of this Agreement with respect to any party hereto, each party hereto agrees that the restrictions regarding release of collateral set forth in Section 8 above shall remain enforceable with respect to any letter(s) of credit held by Senior Lender or any Junior Lender except as may be required pursuant to the Senior Loan Documents, the applicable Junior Loan Documents or applicable law.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding and until all of the commitments relating thereto have been terminated (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents Credit Agreements and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedother Credit Documents). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys' fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payableapplicable Indenture pursuant to the stated terms thereof) and until all of the commitments relating thereto have been terminatedremain outstanding. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsPledgor, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and deliver all UCC termination statements and/or other documents prepared by and reasonably requested by the Pledgors Pledgor evidencing such termination. Upon any sale, lease, transfer or other disposition of any item of Pledged Collateral of Pledgor in accordance with the terms of the Indentures, the Collateral Agent will, at Pledgor’s expense, execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence the release of such item of Pledged Collateral from the assignment and security interest granted hereby. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the other Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation limitation, any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the other Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations. (c) Upon the payment in full of the Secured Obligations in respect of the Original Indenture, the Collateral Agent and the Original Trustee, on behalf of itself and the holders of the Original Notes, shall promptly execute and deliver such customary release documents and instruments and shall take such further actions (including any amendments hereto) as Pledgor shall reasonably request to evidence the release of the Liens hereunder in favor of the Original Trustee and the holders of the Original Notes. (d) Upon the payment in full of the Secured Obligations in respect of the New Indenture, the Collateral Agent and the New Trustee, on behalf of itself and the holders of the New Notes, shall promptly execute and deliver such customary release documents and instruments and shall take such further actions (including any amendments hereto) as Pledgor shall reasonably request to evidence the release of the Liens hereunder in favor of the New Trustee and the holders of the New Notes.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Credit Party Obligations remain outstanding (other than any are Fully Satisfied. At such obligations which by time as the terms thereof Credit Party Obligations are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and terminationFully Satisfied, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured ObligationsObligations secured by the Collateral.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such unasserted contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Secured Credit Documents and pursuant to the stated terms thereof) or any contingent indemnity obligations that are not yet due and payable) Senior Secured Notes remain outstanding or any Secured Credit Document is in effect, and until all of the commitments relating thereto Commitments under the Credit Agreement shall have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of Secured Parties (and the Secured Obligations Collateral Custodian, in accordance with Section 5) shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and deliver all documents evidencing the Pledged Collateral, all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) remain outstanding or any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedTransaction Document is in effect. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and all of the Administrative Liens and security interests granted hereunder shall be automatically released and the Collateral Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such terminationtermination and release. Notwithstanding the foregoing, all releases and indemnities provided hereunder or under the Debenture shall survive termination of this Pledge Security Agreement. (b) Any of the Collateral sold, transferred or otherwise disposed of by any Obligor to a Person in a transaction permitted by the Debenture, shall be transferred free of the security interest created hereby on such Collateral, and such security interest shall automatically terminate upon such permitted disposition. The Collateral Agent, at the request and sole expense of such Obligor, shall execute and deliver to such Obligor all releases or other documents reasonably requested by such Obligor to evidence such release of the Liens created hereby on such Collateral. (c) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event that payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnification obligations for which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payableno claim has been asserted) remains outstanding and until all of the commitments Commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) and terminationtermination of the Commitments related thereto, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such (x) Hedging Agreements entered into with a Hedging Bank, (y) Treasury Management Agreements entered into with Treasury Management Banks, or (z) contingent indemnification obligations or contingent expense reimbursement, indemnification, yield protection or tax gross-up obligations, in each case for which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payableno claim has been made) remains outstanding and until all of the commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Secured Obligations (other than (x) Hedging Agreements entered into with a Hedging Bank, (y) Treasury Management Agreements entered into with Treasury Management Banks, or (z) contingent indemnification obligations or contingent expense reimbursement, indemnification, yield protection or tax gross-up obligations, in each case for which no claim has been made) and terminationtermination of all commitments relating thereto, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Creditor as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Creditor in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents and pursuant to the stated terms thereof) remain outstanding or any contingent indemnity obligations that are not yet due and payable) Credit Document is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of Lenders (and the Secured Obligations Collateral Custodian, in accordance with Section 5) shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and deliver all documents evidencing the Pledged Collateral, all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of until the Secured Credit Facility Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents pursuant to the stated terms thereof) have been paid in full and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations, and provided further, this Security Agreement shall be automatically reinstated with respect to the 1995 Senior Note Obligations to the extent, and only to the extent, it has been reinstated with respect to the Credit Facility Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) actually incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any until Full Satisfaction has occurred. Upon Full Satisfaction occurring, this Security Agreement and the liens and security interests of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such terminationtermination and return to Grantors or deliver to such other Person as any such Grantor may designate all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal fees and disbursementslimitation, Attorney Costs) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto Commitments have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Loan Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal fees and disbursementslimitation, Attorney Costs) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall authorize or execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawLaw, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Documents and pursuant to the stated terms thereof) remain outstanding or any contingent indemnity obligations that are not yet due and payable) Credit Document is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until such time as any of the Secured Obligations remain outstanding (other than any such contingent indemnification obligations which by the terms thereof are stated to survive termination of not then due) arising under the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment paid in full, the Commitments have expired or been terminated and terminationall Letters of Credit have been terminated or expired (or been cash collateralized or for which other arrangements satisfactory to the applicable L/C Issuer in its sole discretion have been made), at which time this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Laws, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation limitation, any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such in respect of unasserted indemnification and expense reimbursement obligations which by that survive the terms thereof are stated to survive termination of the this Pledge Agreement or obligations and liabilities under any Swap Contract between any Loan Documents Party and any contingent indemnity obligations that are Swap Bank or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, in each case, not yet due and payable) and until all of the commitments Commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Secured Obligations (other than in respect of unasserted indemnification and terminationexpense reimbursement obligations that survive the termination of this Pledge Agreement or obligations and liabilities under any Swap Contract between any Loan Party and any Swap Bank or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, in each case, not yet due and payable) and termination of all Commitments relating thereto, this Pledge Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and all other Collateral in its possession and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable and documented costs and expenses (including including, without limitation any limitation, reasonable legal and documented attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents and pursuant to the stated terms thereof) remain outstanding, any contingent indemnity obligations that are not yet due and payable) Credit Document is in effect and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto Indebtedness have been terminatedpaid in full. Upon such payment and terminationthe repayment of all Indebtedness, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Lender shall, upon the request and at the expense of the PledgorsGrantor, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens Liens and security interests hereunder and shall execute execute, if necessary, and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantor evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations Indebtedness is rescinded or must otherwise be restored or returned by the Administrative Agent Lender or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations Indebtedness is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent Lender or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured ObligationsIndebtedness.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding arising under the Loan Documents (other than any such contingent indemnification obligations which by that expressly survive the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payablefor which no claim has been asserted) remain outstanding and until all of the commitments relating thereto have been terminated. Upon such payment and terminationsatisfaction of all Secured Obligations arising under the Loan Documents (other than contingent indemnification obligations that expressly survive termination of the Loan Documents for which no claim has been asserted) and termination of all commitments relating thereto, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations under the Loan Documents is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Loan Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Parties shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsattorney fees) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) Upon this Pledge Agreement becoming effective in accordance with the terms hereof and of the other Credit Documents, the Existing Pledge Agreements shall be deemed amended and restated by this Pledge Agreement. This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Pledgor Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payableor reimbursement obligations) or any Credit Document or Hedging Agreement is in effect, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens Liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Pledgor Obligations.

Continuing Agreement. (a) This Domestic Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities set forth in the Note Documents). Upon such payment and termination, this Domestic Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Domestic Pledge Agreement. (b) This Domestic Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsattorney’s fees) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payableinchoate indemnification obligations) remain outstanding and until all of the commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Obligations (other than inchoate indemnification obligations) and terminationtermination of the commitments related thereto, this Pledge Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such terminationtermination and return to Pledgors all Pledged Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than or any such obligations which by the terms thereof are stated to survive termination Credit Document is in effect or any Letter of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) Credit shall remain outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent Agents and the holders of the Secured Obligations Lenders shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its their liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative either Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative either Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal fees limitation, attorneys’ fees, the allocated cost of internal counsel and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such contingent indemnification obligations which by that pursuant to the express terms thereof are stated to of the Loan Documents survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payableDocuments) and until all of the commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Secured Obligations (other than contingent indemnification obligations that pursuant to the express terms of the Loan Documents survive termination of the Loan Documents) and terminationtermination of the commitments related thereto, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. Grantors shall be obligated to request the release, reassignment or return of Collateral after the Facility Termination Date. Administrative Agent shall be under no duty or obligation to release, reassign or return any Collateral except upon the express written request of a Grantor and then only after the Facility Termination Date. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be create a continuing agreement security interest in every respect the Pledged Collateral and shall remain in full force and effect so long as any until full and final payment and performance of the Secured Obligations remain outstanding (for purposes of this Section 17, payment in full will include the legal defeasance or other than any such obligations which by the terms thereof are stated to survive termination satisfaction and discharge of the Loan Documents Senior Notes under the Indenture) and any contingent payment in full of all unpaid fees, expenses, and indemnity obligations that are not yet due and payable) owing to the Trustee and until all of the commitments relating thereto have been terminatedCollateral Agent under the Indenture and hereunder. Upon such the payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders in full of the Secured Obligations shallObligations, the Company shall be entitled to the return, upon its request and at its expense, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. Following such payment in full, the Collateral Agent, at the request and at the sole expense of the PledgorsCompany, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall will execute and deliver all to the Company a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such terminationand instruments of satisfaction and discharge). Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Collateral Agent, the Trustee or any holder the holders of the Secured Obligations Senior Notes as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Trustee in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Subject to Section 8(g), this Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long until the earlier of (i) such time as any of the Secured Obligations remain outstanding arising under the Loan Documents have been paid in full (other than any such contingent indemnification obligations which by the terms thereof are stated to survive termination of under the Loan Documents and any contingent indemnity obligations that are not yet then due and payable) and until all the Commitments have expired or been terminated, or (ii) the express release in a writing signed by the Collateral Agent of the commitments relating thereto have been terminated. Upon security interest granted hereunder, for the benefit of the Loan Document Secured Parties, in accordance with the terms of the Credit Agreement (it being understood that, in any such payment circumstance of the foregoing clauses (a)(i) and termination(a)(ii), the security granted in favor of the 2026 First Lien Noteholders shall be automatically and unconditionally released and discharged upon the release and discharge of the security granted in favor of the Loan Document Secured Parties, in accordance with the 2026 First Lien Notes Indenture), at which time, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder hereunder, and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding termination and, to the foregoingextent applicable, all releases assign, transfer and indemnities provided hereunder shall survive termination deliver to the Obligors such of this Pledge Agreementthe Collateral as may then be in the possession of the Collateral Agent. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if if, at any time time, payment, in whole or in part, of any of the Secured Obligations is rescinded rescinded, or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance conveyance, or otherwise otherwise, under any bankruptcy, insolvency or similar lawDebtor Relief Laws, all as though such payment had not been made; provided that provided, that, in the event payment of all all, or any part part, of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation limitation, any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsAttorney Costs) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a -------------------- continuing agreement in every respect and shall remain in full force and effect so long as the any Debt Document is in effect or any amounts payable under the Indenture, the Credit Agreement, or any other Debt Document or hereunder or any of the Secured Obligations Securities or Term Loans shall remain outstanding (other than any such obligations which by the terms thereof are stated to survive outstanding. Upon termination of this Agreement, the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Joint Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsPledgor, (i) return all certificates representing the Pledged Capital Stockforthwith release, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer without recourse, representation or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release warranty, all of its liens and security interests hereunder hereunder, execute such documents and shall execute and deliver all UCC termination statements and/or take such other documents actions as reasonably requested by Pledgor in furtherance of the Pledgors evidencing termination, and return any Collateral in its possession to the Pledgor, the form of any such terminationrelease to be provided by the Pledgor. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Joint Secured Obligations is rescinded or must otherwise be restored or returned by the Joint Collateral Agent or the Administrative Agent or any holder of the Secured Obligations Trustee as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Joint Secured -------- Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Joint Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Joint Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of until the Secured Obligations remain outstanding (other than any such contingent indemnity obligations which by the terms thereof are stated to that survive termination of the Loan Credit Documents pursuant to the stated terms thereof) have been paid in full and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto Commitments shall have been terminated. Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and and/or deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall shall, subject to the provisions of subsection (b) hereof, be a continuing agreement in every respect and shall remain in full force and effect so long as any until all of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents shall have been paid in full and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto shall have been terminated. Upon such payment and termination, this Pledge Agreement shall automatically be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsCredit Parties, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver to the Credit Parties, or to such person or persons as the Credit Parties shall reasonably designate, all UCC Uniform Commercial Code termination statements and/or other and similar documents reasonably requested prepared by the Pledgors evidencing Credit Parties which the Credit Parties shall reasonably request to evidence such termination. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) Without limiting the foregoing, notwithstanding anything else to the contrary in this Agreement, all Collateral sold, transferred or otherwise disposed of in accordance with the terms of the Credit Agreement shall be sold, transferred or otherwise disposed of free and clear of the lien and security interest created hereunder. In connection with the foregoing, the Collateral Agent shall execute and deliver to the Credit Parties, or to such other person or persons as the Credit Parties shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Credit Parties which the Credit Parties shall reasonably request to evidence the release of the lien and security interest created hereunder with respect to any such Collateral. (c) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of until such time the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of arising under the Loan Documents and any contingent indemnity obligations that are not yet due and payablehave been paid in full, all Letters of Credit have expired or been terminated (unless Cash Collateralized) and until all of the commitments relating thereto Commitments have expired or been terminated. Upon such payment and termination, at which time this Pledge Agreement shall be automatically terminated and (i) all rights to the Collateral shall revert to the applicable Obligors, all without delivery of any instrument or performance of or by any Person and (ii) the Administrative Agent and the holders of the Secured Obligations shallshall promptly, upon the request and at the expense of the PledgorsObligors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Obligors evidencing such termination. Notwithstanding In addition, the foregoing, all releases and indemnities provided hereunder provisions of Section 11.11 of the Credit Agreement shall survive termination of apply to this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar lawDebtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any the Pledgor Obligations remain outstanding. Upon full and final indefeasible payment of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and terminationPledgor Obligations, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations Pledgee shall, upon the request and at the expense of the PledgorsPledgor, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Pledgor evidencing such termination. Upon full satisfaction of the Pledgor Obligations and notice of such satisfaction from the Pledgee, Agent shall promptly assign and deliver to PFM, or to such person or persons as PFM shall designate, all of the Pledged Collateral still held hereunder, accompanied by appropriate instruments of reassignment. Any such reassignment shall be without recourse to or warranty by the Pledgee or the Agent. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Pledgor Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Pledgee as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.any

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such contingent indemnification obligations which by that pursuant to the express terms thereof are stated to of the Loan Documents survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payableDocuments) and until all of the commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Secured Obligations (other than contingent indemnification obligations that pursuant to the express terms of the Loan Documents survive termination of the Loan Documents) and terminationtermination of the commitments related thereto, this Pledge Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. Grantors shall be obligated to request the release, reassignment or return of Collateral after the Facility Termination Date. Administrative Agent shall be under no WEST\275619327.7 duty or obligation to release, reassign or return any Collateral except upon the express written request of a Grantor and then only after the Facility Termination Date. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any until the termination of the Secured Aggregate Commitments and payment in full of all Obligations remain outstanding (other than any such (A) contingent indemnification obligations which by the terms thereof are stated to survive termination of the Loan Documents not then due and any contingent indemnity payable and (B) obligations that are and liabilities under Swap Contracts and Treasury Management Agreements not yet then due and payable) and until the expiration or termination of all Letters of Credit (or if any Letters of Credit shall remain outstanding, upon the (x) the cash collateralization of the commitments relating thereto have been terminatedOutstanding Amount of Letters of Credit on terms satisfactory to the Administrative Agent and L/C Issuer or (y) the receipt by the L/C Issuer of a backstop letter of credit on terms satisfactory to the Administrative Agent and L/C Issuer). Upon such payment and terminationtermination and termination (or other satisfaction) of all Letters of Credit, this Pledge Agreement shall be automatically terminated and the Administrative Collateral Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminatedterminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Transaction Agreements and any other payment or contingent liabilities that are not due and payable on the date the Secured Obligations are paid in full). Upon such payment and termination, this Pledge Security Agreement shall be automatically terminated and the Administrative Agent Secured Party and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Secured Party or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal fees limitation, attorneys' fees, the allocated cost of internal counsel and disbursements) incurred by the Administrative Agent Secured Party or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain remains outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment or other satisfaction of all Secured Obligations and terminationtermination of the commitments related thereto, this Pledge Security Agreement and the liens and security interests of the Domestic Administrative Agent hereunder shall be automatically terminated and the Domestic Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsGrantors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Domestic Administrative Agent or any holder of the Secured Obligations Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any reasonable legal limitation, attorneys’ fees and disbursements) incurred by the Domestic Administrative Agent or any holder of the Secured Obligations Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto Credit and Collateral Termination Events have been terminatedoccurred. Upon such payment the occurrence of all of the Credit and terminationCollateral Termination Events, this Pledge Security Agreement shall be automatically terminated and, subject to the provisions of Section 14(b) below, all Liens hereunder released and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the PledgorsCredit Parties, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute execute, if necessary, and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors Credit Parties evidencing such terminationtermination and release. Notwithstanding the foregoing, foregoing all releases and indemnities provided hereunder shall survive termination of this Pledge Security Agreement. (b) This Pledge Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) actually incurred by the Administrative Agent or any holder of the Secured Obligations Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.