Common use of CONTINUING SECURITY INTEREST; TRANSFER OF LOANS Clause in Contracts

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than (x) obligations under Hedge Agreements not yet due and payable and (y) contingent indemnification obligations for which no claim has been made), and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than (x) obligations under Hedge Agreements not yet due and payable and (y) contingent indemnification obligations for which no claim has been made), and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsObligations (other than contingent indemnity obligations not then due and payable), be binding upon each Grantor, its successors and permitted assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than contingent indemnity obligations not then due and payable) and to the cancellation or termination extent otherwise contemplated by Section 9.11 of the CommitmentsCredit Agreement, the security interest granted hereby shall shall, subject to Section 11.6 hereof, automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit AgreementAgreement (other than any such disposition to another Grantor), the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment Payment in full Full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment Payment in full Full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and without delivery of record any instrument or performance of any act by any party and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such terminationtermination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaserelease and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (or the cash collateralization thereof), be binding upon each Grantor, its successors and assigns, assigns and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assignsassigns for the benefit and on behalf of the Secured Parties. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (or the cash collateralization thereof), the security interest granted hereby (other than with respect to any cash collateralization in respect of Letters of Credit) shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, promptly execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit AgreementAgreement (including a sale or other disposition of a Subsidiary, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsTermination Date, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsTermination Date, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall automatically revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement or the designation of any issuer of Pledged Equity Interest as an Unrestricted Subsidiary in accordance with Section 5.14 of the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property or Pledged Equity Interest of such Unrestricted Subsidiary shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment Payment in full Full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment Payment in full Full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and without delivery of record any instrument or performance of any act by any party and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such terminationtermination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon the occurrence of any disposition of property permitted by the other circumstances set forth in Section 9.08(d) of the Credit Agreement, the Liens granted herein on the property that is the subject of such circumstance shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaserelease and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. Termination and Release. ----------------------- (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of all the Secured Obligations, Obligations and the cancellation or termination of the Commitments, (ii) be binding upon each Grantor, its Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing subsection (iii), but subject to the terms provisions of Sections 10.7 and 10.8 of the Credit Agreement, any Lender Bank may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Banks herein or otherwise. . (b) Upon the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the applicable Grantors. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any In addition, upon the proposed sale, transfer or other disposition of property permitted any Collateral by a Grantor in accordance with the Credit Agreement for which such Grantor desires to obtain a security interest release from Secured Party, such Grantor shall deliver an officers' certificate (i) stating that the Collateral subject to such disposition is being sold, transferred or otherwise disposed of in compliance with the terms of the Credit Agreement, and (ii) specifying the Liens granted herein shall be deemed to be automatically released and Collateral being sold, transferred or otherwise disposed of in the proposed transaction. Upon the receipt of such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent officers' certificate, Secured Party shall, at such Grantor’s 's expense, so long as Secured Party has no reason to believe that the officers' certificate delivered by such Grantor with respect to such sale is not true and correct, execute and deliver such releases of its security interest in such Collateral which is to be so sold, transferred or otherwise authorize the filing of disposed of, as may be reasonably requested by such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseGrantor.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsObligations (other than contingent indemnity obligations not then due and payable), be binding upon each Grantor, its successors and permitted assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, permitted transferees and permitted assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than contingent indemnity obligations not then due and payable) and to the cancellation or termination extent otherwise contemplated by Section 9.8 of the CommitmentsABL Credit Agreement, the security interest granted hereby shall shall, subject to Section 11.6 hereof, automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the ABL Credit AgreementAgreement (other than any such disposition to another Grantor), the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein on and with respect to such property shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, Termination Date and be binding upon each Grantor, Grantor and its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. No Grantor shall assign or delegate any of its rights or duties hereunder without the prior written consent of the Administrative Agent (acting with the consent of the requisite percentage of Lenders pursuant to the Credit Agreement), and any attempted assignment or delegation by a Grantor without such consent shall be null and void. Without limiting the generality of the foregoing, but subject to the terms of the Credit AgreementAgreement and the other Loan Documents, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsTermination Date, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the applicable Grantors. Upon any disposition by the Borrower or any other Loan Party of any assets or property that is permitted under the Loan Documents, the security interest granted hereby in such assets or property shall automatically terminate hereunder and of record and all rights to the Collateral to the extent of such assets or property shall revert to the applicable Grantors. Upon any such termination in the prior two sentences, the Collateral Agent shall, at the Grantors’ expenseexpense (and without recourse to, and without any representation or warranty by, the Collateral Agent), execute and deliver to Grantors or otherwise authorize the filing of any Grantor such documents as Grantors such Grantor shall reasonably request, including financing statement amendments request to evidence such termination. Upon termination and promptly return any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert applicable possessory Collateral to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseGrantors.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and and, subject to the Intercreditor Agreement, all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than contingent obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (unless a Letter of Credit Backstop is in place), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees successors and permitted assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than contingent obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (unless a Letter of Credit Backstop is in place), the security interest granted hereby shall automatically terminate hereunder and of record and and, subject to the Intercreditor Agreement, all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations (subject to the Borrower’s right pursuant to Section 9.08(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedging Obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest Lien in the Collateral and shall (a) remain in full force and effect until the payment in full of all Secured ObligationsTerm Loans (as defined in the Term Loan B Credit Agreement) and payment of all other Obligations under and as defined in the Term B Credit Agreement then due and payable, the cancellation or termination of the Commitments, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees transferees, and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms relevant provisions of the Credit AgreementDocuments, any Lender Creditor may assign or otherwise transfer any Loans Secured Obligations held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders such Creditor herein or otherwise. Upon (i) the indefeasible payment in full of all Secured ObligationsTerm Loans (as defined in the Term Loan B Credit Agreement) and (ii) payment of all other Obligations under and as defined in the Term Loan B Credit Agreement then due and payable, the cancellation or termination of the Commitments, the security interest Lien granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to GrantorsPledgors (provided that, if an Event of Default then exists, such termination and reversion shall not occur until such time as no Event of Default is continuing). In addition, the Lien granted hereby shall terminate and all rights to the Collateral shall revert to Pledgors under the circumstances provided in Section 7(b) of the Collateral Agency Agreement (if a release of all Collateral is authorized thereunder) or Section 13 of the Collateral Agency Agreement. Upon any such termination the Collateral Agent shallwill, at GrantorsPledgors’ expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgors such documents as Grantors Pledgors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein termination and Pledgors shall be deemed to be automatically released and such property shall automatically revert entitled to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shallreturn, upon their request and at Grantor’s their expense, execute against receipt and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory without recourse to the Collateral Agent, including financing statement amendments of such Collateral as shall not have been sold or otherwise applied pursuant to evidence such releasethe terms hereof.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. (a) This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until all Secured Obligations have been Paid in Full (subject to the Borrower’s right pursuant to Section 9.8(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedge Obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. After the Secured Obligations have been Paid in Full, the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to the Grantors. For the avoidance of doubt, Section 9.8(d)(i) of the Credit Agreement shall apply and the Collateral Agent shall take such actions as necessary or desirable to release, or document the release, of the security interest in any Pledged Collateral in accordance with Section 9.8(d)(i) of the Credit Agreement. (b) Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon . (c) In connection with the payment in full termination or release pursuant to paragraph (a) or (b) of all Secured Obligationsthis Section 11, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and payoff letters to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment Payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsFull, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment Payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsFull, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such termination or release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsObligations (other than contingent obligations), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees successors and permitted assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsObligations (other than contingent obligations), the security interest granted hereby shall automatically terminate hereunder and of record and and, subject to the Intercreditor Agreement, all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations (other than contingent obligations that survive the cancellation or termination of the CommitmentsLoan Agreement), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent Lender hereunder, to the benefit of the Collateral Agent Lender and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Loan Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Lender herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than contingent obligations that survive the cancellation or termination of the CommitmentsLoan Agreement), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantorsthe Grantor. Upon any such termination the Collateral Agent Lender shall, at Grantors’ the Grantor’s expense, execute and deliver to Grantors the Grantor or otherwise authorize the filing of such documents as Grantors the Grantor shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Loan Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Lender shall, at the Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral AgentLender, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full of all Secured ObligationsTermination Date, the cancellation or termination of the Commitments, (b) be binding upon each GrantorGrantor and its successors, its successors transferees and assigns, and (c) inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and its each other Secured Party and their respective successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreementforegoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Loans Note or any Loan held by it as provided in Section 10.11 of the First Lien Credit Agreement and any Secured Party may assign or otherwise transfer (in whole or in part) its interest pursuant to any other PersonHedging Agreement or any Bank Product Agreement, and such other Person any successor or assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted to Lenders herein such Secured Party under any Loan Document (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of Section 10.11 and Article 9 of the First Lien Credit Agreement, and, with respect to the Hedging Agreements and the Bank Product Agreements, the limitation on rights in collateral pursuant to the Security Documents. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsTermination Date, the security interest granted hereby herein shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantorsthe applicable Grantor. Upon any such payment and termination or expiration, the Collateral Administrative Agent shallwill, at the Grantors’ sole expense, deliver to each applicable Grantor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Notes, Pledged Shares and Pledged Interests, together with all other Collateral held by the Administrative Agent hereunder, and execute and deliver to Grantors or otherwise authorize the filing of any Grantor such documents as Grantors such Grantor shall reasonably request, including financing statement amendments request to evidence such termination. Upon If at any disposition time all or any part of property permitted any payment theretofore applied by the Credit Administrative Agent or any Secured Party to any of the Secured Obligations is or must be rescinded or returned by the Administrative Agent or any such Secured Party for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, reorganization or other similar proceeding of any Grantor or any other Person), such Secured Obligations shall, for purposes of this Security Agreement, to the Liens granted herein shall extent that such payment is or must be rescinded or returned, be deemed to have continued to be automatically released in existence, notwithstanding any application by the Administrative Agent or such Secured Party or any termination agreement or release provided to any Grantor, and this Security Agreement shall continue to be effective or reinstated, as the case may be, as to such property shall automatically revert to Secured Obligations, all as though such application by the applicable Grantor with no further action on the part of any Person. The Collateral Administrative Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseSecured Party had not been made.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in all of the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations (other than contingent indemnification or reimbursement obligations not yet accrued and payable) and the cancellation or termination of Lenders no longer have a commitment to make any Loan to the CommitmentsBorrower, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Loan Agreement, any each Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in with respect thereof thereto granted to Lenders such Lender herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than contingent indemnification or reimbursement obligations not yet accrued and payable) and the cancellation or termination of Lenders no longer having a commitment to make any Loan to the CommitmentsBorrower, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination termination, the Collateral Agent shall, at the Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, request (including financing statement amendments to evidence such terminationrelease) and return to the applicable Grantors any possessory Collateral held by the Collateral Agent. Upon any disposition Disposition of property expressly permitted by the Credit Loan Agreement, the Liens security interest granted herein with respect to such property shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Upon any such termination or Disposition or any release of Collateral pursuant to the provisions of any Applicable Annex (or in any security instrument referenced in any Applicable Annex), or otherwise expressly permitted by the Loan Agreement, the Collateral Agent shall, at Grantor’s the Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, request (including financing statement amendments to evidence such release) and return to the applicable Grantors any corresponding possessory Collateral held by the Collateral Agent. Releases of the Collateral may also be made in accordance with the express terms of any Applicable Annex (or of any security instrument referenced in any Applicable Annex).

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (subject to the U.S. Borrower’s right pursuant to Section 9.08(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedging Obligations and contingent indemnification obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations as to which no claim has been made or notice has been given), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person assignee shall thereupon become vested with all the benefits in respect thereof granted to the Lenders herein or otherwiseotherwise pursuant to the provisions set forth in the Credit Agreement. Upon the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations as to which no claim has been made or notice has been given), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or termination statements to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein on and with respect to such property shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Notwithstanding the immediately preceding sentence, the Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaserelease in accordance with Section 9.10 of the Credit Agreement.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations (subject to the Borrower’s right pursuant to Section 9.08(d) of the Second Lien Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedging Obligations, ) and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Intercreditor Agreement and the Second Lien Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Second Lien Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Term Loan Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Term Loan Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in all of the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations (other than contingent indemnification or reimbursement obligations not yet accrued and payable) and the cancellation or termination of Lender no longer having a commitment to make any Loan to the CommitmentsBorrower, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Loan Agreement, any the Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in with respect thereof thereto granted to Lenders the Lender herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than contingent indemnification or reimbursement obligations not yet accrued and payable) and the cancellation or termination of Lender no longer has a commitment to make any loan to the CommitmentsBorrower, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition Disposition of property expressly permitted by the Credit Loan Agreement, the Liens security interest granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Upon any such termination or Disposition or any release of Collateral pursuant to the provisions of any Applicable Annex or otherwise expressly permitted by the Loan Agreement, the Collateral Agent shall, at Grantor’s the Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, request (including financing statement amendments to evidence such release.) and return to the applicable Grantors any corresponding possessory Collateral held by the Collateral

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Loan Agreement, any Lender may assign or otherwise transfer any Loans Advances held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations (other than Contingent Indemnity Obligations, ) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all the rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Loan Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsection 10.04 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to GrantorsPledgor. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any In addition, upon the proposed sale, transfer or other disposition of property permitted any Pledged Collateral by a Pledgor in accordance with the Credit AgreementAgreement for which Pledgor desires to obtain a security interest release from Secured Party, the Liens granted herein Pledgor shall deliver an Officers' Certificate, which shall be deemed true and correct, (x) stating that the Pledged Collateral subject to be automatically released such disposition is being sold, transferred or otherwise disposed of in compliance with the terms of the Credit Agreement and (y) specifying the Pledged Collateral being sold, transferred or otherwise disposed of in the proposed transaction. Upon the receipt of such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Officers' Certificate, Secured Party shall, at Grantor’s Pledgor's expense, so long as Secured Party has no reason to believe that the Officers' Certificate delivered by Pledgor with respect to such sale is not true and correct, execute and deliver such releases of its security interest in such Pledged Collateral which is to be so sold, transferred or otherwise authorize the filing of such documents disposed of, as Grantors shall may be reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaserequested by Pledgor.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment in full of all the Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, (b) be binding upon each Grantor, its Grantors and their respective successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party, Lenders, Hedge Exchangers and its their respective successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), (i) but subject to the terms provisions of subsection 10.1 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise and (ii) any Hedge Exchanger may assign or otherwise transfer any Lender Hedge Agreement to which it is a party to any other Person in accordance with the terms of such Lender Hedge Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Hedge Exchangers herein or otherwise. Upon the indefeasible payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the applicable Grantors. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any In addition, upon the proposed sale, transfer or other disposition of property permitted any Collateral by a Grantor in accordance with the Credit AgreementAgreement for which such Grantor desires to obtain a security interest release from Secured Party, such Grantor shall deliver an Officer's Certificate (x) stating that the Liens granted herein shall be deemed Collateral subject to be automatically released such disposition is being sold, transferred or otherwise disposed of in compliance with the terms of the Credit Agreement and (y) specifying the Collateral being sold, transferred or otherwise disposed of in the proposed transaction. Upon the receipt of such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Officer's Certificate, Secured Party shall, at Grantor’s 's expense, so long as Secured Party has no reason to believe that the Officer's Certificate delivered by such Grantor with respect to such sale is not true and correct, execute and deliver such releases of its security interest in such Collateral which is to be so sold, transferred or otherwise authorize the filing of disposed of, as may be reasonably requested by such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseGrantor.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until all Obligations have been paid and the payment in full of all Secured ObligationsLoan Commitments have terminated (such date the “Security Agreement Termination Date”), the cancellation or termination of the Commitments, (b) be binding upon each GrantorGrantor and its successors, its successors transferees and assigns, and (c) inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and each other Secured Party and its respective successors, transferees and assignsassigns permitted by the Credit Agreement. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreementforegoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Loans Loan held by it to as provided in Section 12.04 of the Credit Agreement and any other Person, and such other Person successor or assignee pursuant thereto shall thereupon become vested with all the rights and benefits in respect thereof granted to Lenders herein such Secured Party under any Loan Document (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of Section 12.04 and Article XI of the Credit Agreement. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsSecurity Agreement Termination Date, the security interest granted hereby herein shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such payment and termination or expiration, the Collateral Administrative Agent shallwill, at the Grantors’ sole expense, deliver to the Grantors, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Pledged Interests, together with all other Collateral held by the Administrative Agent hereunder, and execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon If at any disposition time all or any part of property permitted any payment theretofore applied by the Credit Administrative Agent or any Secured Party to any of the Secured Obligations is or must be rescinded or returned by the Administrative Agent or any such Secured Party for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, reorganization or other similar proceeding of a Grantor or any other Person), such Secured Obligations shall, for purposes of this Security Agreement, to the Liens granted herein shall extent that such payment is or must be rescinded or returned, be deemed to have continued to be automatically released and in existence, notwithstanding any application by the Administrative Agent or such property shall automatically revert Secured Party or any termination agreement or release provided to the applicable Grantor with no further action on Grantors, and this Security Agreement shall continue to be effective or reinstated, as the part of any Person. The Collateral case may be, as to such Secured Obligations, all as though such application by the Administrative Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseSecured Party had not been made.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment Payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsFull, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment Payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsFull, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ ' sole cost and expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any sale, transfer, or disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s the Grantors’ sole cost and expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations (other than contingent obligations that expressly survive the cancellation or termination of the CommitmentsLoan Agreement), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent Lender hereunder, to the benefit of the Collateral Agent Lender and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Loan Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Lender herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than contingent obligations that expressly survive the cancellation or termination of the CommitmentsLoan Agreement), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantorsthe Grantor. Upon any such termination the Collateral Agent Lender shall, at Grantors’ the Grantor’s expense, execute and deliver to Grantors the Grantor or otherwise authorize the filing of such documents as Grantors the Grantor shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Loan Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Lender shall, at the Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral AgentLender, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. (a) This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until all Secured Obligations have been Paid in Full (subject to the Borrower’s right pursuant to Section 9.8(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedge Obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. After the Secured Obligations have been Paid in Full, the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to the Grantors. For the avoidance of doubt, Section 9.8(d) of the Credit Agreement shall apply and the Collateral Agent shall take such actions as necessary or desirable to release, or document the release, of the security interest in any Pledged Collateral in accordance with Section 9.8(d) of the Credit Agreement. (b) Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon . (c) In connection with the payment in full termination or release pursuant to paragraph (a) or (b) of all Secured Obligationsthis Section 11, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and payoff letters to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. (a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until all Secured Obligations have been Paid in Full (subject to the Borrower’s right pursuant to Section 9.8(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedge Obligations), the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. After the Secured Obligations have been Paid in Full, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. For the avoidance of doubt, Section 9.8(d)(i) of the Credit Agreement shall apply, and the Collateral Agent shall take such actions as necessary or desirable to release, or document the release, of the security interest in any Collateral in accordance with Section 9.8(d)(i) of the Credit Agreement. (b) Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon . (c) In connection with the payment in full termination or release pursuant to paragraph (a) or (b) of all Secured Obligationsthis Section 11, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments amendments, intellectual property filings and payoff letters to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full Discharge of all Secured Obligations, the cancellation or termination of the Commitments, Priority Lien Obligations and shall be binding upon each Grantor, its successors and permitted assigns, and inure, together with the rights and remedies of the Priority Lien Collateral Agent Trustee hereunder, to the benefit of the Priority Lien Collateral Agent Trustee and its successors, transferees and permitted assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit AgreementAgreement or any other applicable Priority Lien Document, any Lender or other Priority Lien Secured Party may assign or otherwise transfer any Loans loans or commitments held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Secured Parties herein or otherwise. Upon the payment in full Discharge of all Secured Priority Lien Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to GrantorsGrantors or to whomsoever may be lawfully entitled to receive the same (in accordance with the Collateral Trust Agreement, any applicable intercreditor agreement or otherwise). Upon any such termination the Priority Lien Collateral Agent Trustee shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments or terminations, account control termination letters, and any other such documents to evidence such termination. Upon any disposition All other releases of property permitted by the Credit Agreement, the Liens granted herein Collateral shall be deemed to be automatically released and such property shall automatically revert to made in accordance with the applicable Grantor with no further action on the part terms of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseTrust Agreement and any applicable intercreditor agreement.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full of all the Secured ObligationsObligations (other than inchoate indemnification obligations with respect to claims, losses or liabilities which have not yet arisen) and the cancellation or termination of the Commitments, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsection 9.1 of the Amended Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than inchoate indemnification obligations with respect to claims, losses or liabilities which have not yet arisen) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to GrantorsPledgor. Upon any such termination the Collateral Agent shall, at Grantors’ Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein termination and Pledgor shall be deemed to be automatically released and such property shall automatically revert entitled to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shallreturn, upon its request and at Grantor’s its expense, execute against receipt and deliver or otherwise authorize the filing without recourse to Agent, of such documents of the Collateral as Grantors shall reasonably request, in form and substance reasonably satisfactory not have been otherwise applied pursuant to the Collateral Agent, including financing statement amendments to evidence such releaseterms hereof.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. (a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the termination of the Commitments and payment in full of all Secured Obligations, Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the cancellation expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Commitmentsapplicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), and be binding upon each Grantor, its successors and assigns, assigns and inure, together with the rights and remedies of the Collateral Security Agent hereunder, to the benefit of the Collateral Security Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the termination of the Commitments and payment in full of all Secured Obligations, Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the cancellation expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Commitmentsapplicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination Grantor. (b) Prior to the Collateral Agent shallExisting Credit Agreement Discharge Date, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. . (c) On or after the Existing Credit Agreement Discharge Date, upon (i) any sale or disposition of property of a Grantor to a Person other than the Borrower or a Guarantor or (ii) the consummation of any other transaction permitted by the Credit Agreement as a result of which such Grantor becomes an Excluded Subsidiary or such Grantor is released from its Guarantee, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the Grantor with no further action on the part of any Person. (d) On or after the Existing Credit Agreement Discharge Date, upon any Collateral being or becoming an Excluded Asset, the security interests created pursuant to this Agreement on such Collateral shall be automatically released. (e) The Collateral Grantor shall also be entitled to release the security interests created pursuant to this Agreement as set forth in Section 9.20 of the Credit Agreement. (f) In connection with any termination or release pursuant to the foregoing clauses (a), (b), (c), (d) or (e), the Security Agent shall, at the Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Security Agent, including financing statement amendments to evidence such releaserelease or termination.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full of all the Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, (b) be binding upon each Grantor, its Grantors and their respective successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), (i) but subject to the terms provisions of subsection 10.1 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise and (ii) any Hedge Exchanger may assign or otherwise transfer any Lender Hedge Agreement to which it is a party to any other Person in accordance with the terms of such Lender Hedge Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Hedge Exchangers herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the applicable Grantors. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any In addition, upon the proposed sale, transfer or other disposition of property permitted any Collateral by a Grantor in accordance with the Credit AgreementAgreement for which such Grantor desires to obtain a security interest release from Secured Party, such Grantor shall deliver an Officer's Certificate (x) stating that the Liens granted herein shall be deemed Collateral subject to be automatically released such disposition is being sold, transferred or otherwise disposed of in compliance with the terms of the Credit Agreement and (y) specifying the Collateral being sold, transferred or otherwise disposed of in the proposed transaction. Upon the receipt of such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Officer's Certificate, Secured Party shall, at Grantor’s 's expense, so long as Secured Party has no reason to believe that the Officer's Certificate delivered by such Grantor with respect to such sale is not true and correct, execute and deliver such releases of its security interest in such Collateral which is to be so sold, transferred or otherwise authorize the filing of disposed of, as may be reasonably requested by such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseGrantor.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the payment in full of all the Secured ObligationsObligations (other than inchoate indemnification obligations with respect to claims, losses or liabilities which have not yet arisen) existing under or arising out of or in connection with the Amended Credit Agreement and the other Loan Documents and the cancellation or termination of the Commitments, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but any Noteholder may assign or otherwise transfer any Existing Senior Notes held by it to any other Person and, subject to the terms provisions of subsection 9.1 of the Amended Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and in each case such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders the Noteholders or Lenders, respectively, herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than inchoate indemnification obligations with respect to claims, losses or liabilities which have not yet arisen) existing under or arising out of or in connection with the Amended Credit Agreement and the other Loan Documents and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to GrantorsPledgor. Upon any such termination the Collateral Agent shallwill, at Grantors’ Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein termination and Pledgor shall be deemed to be automatically released and such property shall automatically revert entitled to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shallreturn, upon its request and at Grantor’s its expense, execute against receipt and deliver without recourse to Agent, of such of the Pledged Collateral as shall not have been sold or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory applied pursuant to the Collateral Agent, including financing statement amendments to evidence such releaseterms hereof.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, Termination Date. Such security interests shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon On the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsTermination Date, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments and UCC-3 termination statements to evidence such termination. Upon any sale, transfer or other disposition of property permitted by the Credit AgreementAgreement (or agreed to by the Requisite Lenders and/or Administrative Agent under the Credit Agreement in accordance with the terms thereof), the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. To the extent any property (including Specified FF&E) is financed by any lender pursuant to an Other FF&E Facility in accordance with the Credit Agreement, the Collateral Agent shall Security Agreement release any Liens in favor of the Secured Parties on such assets (subject to the standstill or intercreditor agreement, if any, executed by the Collateral Agent or Administrative Agent in connection with such Other FF&E Facility). The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releasereleases.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full Discharge of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full Discharge of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations as to which no claim has been made or notice has been given), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person assignee shall thereupon become vested with all the benefits in respect thereof granted to the Lenders herein or otherwise, in each case, subject and pursuant to the provisions set forth in the Credit Agreement. Upon (x) the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations as to which no claim has been made or notice has been given), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, or (y) the occurrence of a Collateral Release Date and the Company’s delivery of written notice to the Collateral Agent notifying the Collateral Agent that a Collateral Release Date has occurred (until the occurrence of a Collateral Reinstatement Date and delivery of written notice by Collateral Agent to Company of the same), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or termination statements to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein on and with respect to such property shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Notwithstanding the immediately preceding sentence, the Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaserelease in accordance with Section 9.10 of the Credit Agreement.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Loan Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Loan Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Loan Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon In addition, and notwithstanding anything to the contrary set forth herein, upon any disposition of property by any Grantor (including without limitation the disposition of any Pledged Equity Interests of a Grantor) permitted by the Credit Loan Agreement, the Liens granted herein on all such disposed of Collateral pledged by such Grantor (and, in the case of a disposition of any Pledged Equity Interests of a Grantor, all such Pledged Equity Interests in such Grantor held directly or indirectly by the Borrower) shall be deemed to be automatically released and released, such property shall automatically revert to the applicable Grantor, and in the case of a disposition of any Pledged Equity Interests of a Grantor, such Grantor shall no longer be a Grantor hereunder and the Collateral held by such Grantor shall be deemed to be automatically released, in each case with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s or the Borrower’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor or the Borrower shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. (a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the termination of the Commitments and payment in full of all Secured Obligations, Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the cancellation expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Commitmentsapplicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), and be binding upon each Grantor, its successors and assigns, assigns and inure, together with the rights and remedies of the Collateral Security Agent hereunder, to the benefit of the Collateral Security Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the termination of the Commitments and payment in full of all Secured Obligations, Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the cancellation expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the Commitmentsapplicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination . (b) Prior to the Collateral Agent shallExisting Credit Agreement Discharge Date, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. . (c) On or after the Existing Credit Agreement Discharge Date, upon (i) any sale or disposition of property of a Grantor to a Person other than the Borrower or a Guarantor or (ii) the consummation of any other transaction permitted by the Credit Agreement as a result of which such Grantor becomes an Excluded Subsidiary or such Grantor is released from its Guarantee, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. (d) On or after the Existing Credit Agreement Discharge Date, upon any Collateral being or becoming an Excluded Asset, the security interests created pursuant to this Agreement on such Collateral shall be automatically released. (e) The Collateral Grantors shall also be entitled to release the security interests created pursuant to this Agreement as set forth in Section 9.20 of the Credit Agreement. (f) In connection with any termination or release pursuant to the foregoing clauses (a), (b), (c), (d) or (e), the Security Agent shall, at Grantor’s the Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as such Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Security Agent, including financing statement amendments to evidence such releaserelease or termination.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment Payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsFull, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment Payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsFull, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ sole cost and expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any sale, transfer, or disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s the Grantors’ sole cost and expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsTermination Date, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but in all cases subject to the terms of the Credit AgreementAgreement and the other Credit Documents, any Lender may assign or otherwise transfer any Loans or other right held by it under the Credit Documents to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination occurrence of the CommitmentsTermination Date, the security interest granted hereby shall automatically terminate hereunder and of record for all purposes and all rights to the Collateral shall revert to Grantorsthe applicable Grantor(s). Upon any such termination termination, the Collateral Agent shall, at Grantors’ request and expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors may be necessary or as any Grantor shall reasonably request, including financing statement amendments amendments, to evidence or effect such termination. Upon any disposition of property permitted by the Credit AgreementAgreement or any asset or property becoming Excluded Property, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. Additionally, upon the consummation of a transaction permitted by the Credit Agreement pursuant to which a Grantor ceases to be a Subsidiary of US Borrower, such Grantor shall automatically be released from its obligations hereunder and the security interest in the Collateral of such Grantor shall automatically be released. The Collateral Agent shall, at Grantor’s Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as Grantors may be necessary or as any Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence or effect such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, (i) be binding upon each Grantorthe Pledgor, its respective successors and assignsassigns (it being understood and agreed that the Pledgor may not assign or otherwise transfer any of its rights or obligations hereunder except to the extent permitted by the Credit Agreement), and inure(ii) enure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its the other Credit Parties and each of their respective successors, transferees and assigns. No other Persons (including, without limitation, any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoingforegoing clause (ii), but subject in all respects to the terms of the Credit Agreement, any Lender Credit Party may assign or otherwise transfer any commitment and Loans held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders such Credit Party, herein or otherwise. Upon This Agreement, the payment Lien in favour of the Agent (for the benefit of itself and the other Credit Parties) and all other security interests granted hereby shall terminate when (i) all of the Secured Obligations (including all Unreimbursed Amounts and any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Swap Contracts) have been repaid in Dollars in full in cash or immediately available funds (or, in the case of all contingent reimbursement obligations with respect to Letters of Credit (as defined in the Credit Agreement) and Bank Products (other than Swap Contracts), Cash Collateralization therefor has been provided), other than (x) unasserted contingent indemnification Secured Obligations, (y) any Secured Obligations relating to Bank Products (including Swap Contracts) that, at such time, are allowed by the cancellation applicable Bank Product provider to remain outstanding without being required to be repaid or termination Cash Collateralized, and (z) any Secured Obligations relating to Cash Management Services that, at such time, are allowed by the applicable provider of such Cash Management Services to remain outstanding without being required to be repaid, (ii) the Aggregate Commitments and the L/C Issuer’s obligation to issue Letters of Credit under the Credit Agreement have each been terminated, and (iii) the Loan Documents have been terminated (other than terms thereof which expressly survive termination); provided, however, that this Agreement, the Lien in favour of the Commitments, Agent (for the benefit of itself and the other Secured Parties) and all other security interest interests granted hereby shall automatically terminate hereunder and be reinstated if at any time payment, or any part thereof, of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shallSecured Obligation is rescinded or must otherwise be restored or returned by any secured party or any Loan Party as a preference, fraudulent conveyance, transfer at Grantors’ expense, execute and deliver to Grantors undervalue or otherwise authorize under any Debtor Relief Law, all as though such payment had not been made (it being understood and agreed that in the filing event payment of such documents as Grantors shall reasonably requestall or any part of the Secured Obligations is rescinded or must be restored or returned, including financing statement amendments to evidence such termination. Upon any disposition of property permitted all reasonable costs and expenses incurred by the Agent or any other Credit Agreement, the Liens granted herein Party in defending and enforcing such reinstatement shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the included as a part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseSecured Obligations).

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, and be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and its successors, transferees and assignsassigns until the Termination Date. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment effectiveness of any written consent to the release of the security interest granted hereby in full any Collateral pursuant to Section 10.01 of all Secured Obligationsthe Credit Agreement, the cancellation or termination security interest granted hereby in such Collateral shall automatically terminate hereunder to the extent provided in such written consent and of record and all rights to the CommitmentsCollateral shall revert to Grantors. On the Termination Date, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination or release the Collateral Administrative Agent shall, at Grantors’ expense, promptly execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Administrative Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Administrative Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, subject to the cancellation or Borrower’s right pursuant to Section 9.08(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than Designated L/C Facility Obligations, Obligations in respect of Secured Hedging Agreements or unasserted contingent indemnification and unasserted reimbursement obligations and the termination of all Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Lenders herein or otherwise. Upon the payment in full of all Secured Obligations other than Designated L/C Facility Obligations, the cancellation Obligations in respect of Secured Hedging Agreements or termination of the Commitmentsunasserted contingent indemnification and unasserted reimbursement obligations, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ cost and expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (or the cash collateralization thereof), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assignsassigns for the benefit and on behalf of the Secured Parties. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (or the cash collateralization thereof), the security interest granted hereby (other than with respect to any cash collateralization in respect of Letters of Credit) shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, reasonably promptly upon request by Grantor, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon 113 If any disposition of property the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to then the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby or by any other Credit Document on such Collateral. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction not constituting an "Asset Sale" under (and as defined in the Credit Agreement) the Liens created hereby on such property shall be automatically released (without need for further action by any person or entity). At the request and sole expense of the Company, a Guarantor Subsidiary shall be released from its obligations hereunder and under any other Credit Document in the event that all the Capital Stock or substantially all of the assets of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement (including financing statement amendments to evidence such releaseby way of merger or consolidation).

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This ----------------------------------------------- Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until either (i) the payment in full of all Secured Obligations, the cancellation or termination of the Revolving Credit Commitments, the Swing Line Commitment, the Term Loan Commitments and the cancellation or expiration of all outstanding Letters of Credit or (ii) the termination of this Agreement pursuant to Section 18, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of Section 11.7 of the Revolving Credit Agreement and Section 11.7 of the Term Loan Agreement, any Lender Secured Party may assign or otherwise transfer any Loans Secured Obligations held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Secured Parties herein or otherwise. Upon either (i) the payment in full of all Secured Obligations, the cancellation or termination of the Revolving Credit Commitments, the Swing Line Commitment, the Term Loan Commitments and the cancellation or expiration of all outstanding Letters of Credit or (ii) the termination of this Agreement pursuant to Section 18, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to GrantorsPledgor. Upon any such termination the Collateral Agent shallwill, at Grantors’ Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein termination and Pledgor shall be deemed to be automatically released and such property shall automatically revert entitled to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shallreturn, upon its request and at Grantor’s its expense, execute against receipt and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory without recourse to the Collateral Agent, including financing statement amendments of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to evidence such releasethe terms hereof.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s 's expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, cash collateralization or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, cash collateralization or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall automatically revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s 's expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Parity Lien Obligations, the cancellation or termination of all commitments to fund any Parity Lien Obligations and the Commitmentscancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding letters of credit satisfactory to the issuer(s) of such letters of credit, in each case, constituting Parity Lien Obligations, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent Trustee hereunder, to the benefit of the Collateral Agent Trustee and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent Trustee shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Parity Lien Documents (including the Collateral Trust Agreement), the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Trustee shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral AgentTrustee, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than with respect to contingent rights to indemnification for which no claims are pending) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations as to which no claim has been made or notice has been given), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of CreditFacilities Termination Date, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person assignee shall thereupon become vested with all the benefits in respect thereof granted to the Lenders herein or otherwise, in each case, subject and pursuant to the provisions set forth in the Credit Agreement. Upon (x) the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations as to which no claim has been made or notice has been given), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of CreditFacilities Termination Date or (y) the occurrence of a Collateral Release Date and the Company’s delivery of written notice to the Collateral Agent notifying the Collateral Agent that a Collateral Release Date has occurred (until the occurrence of a Collateral Reinstatement Date and delivery of written notice by Collateral Agent to Company of the same), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or termination statements to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein on and with respect to such property shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Notwithstanding the immediately preceding sentence, the Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.release in accordance with Section 9.10 of the Credit Agreement. 41

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. Termination and Release. ----------------------- (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of all the Secured Obligations, Obligations and the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Lender Letters of Credit, (ii) be binding upon each Grantor, its Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing subsection (iii), but subject to the terms provisions of Sections 10.7 and 10.8 of the Credit Agreement, any Lender Bank may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Banks herein or otherwise. . (b) Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Lender Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the applicable Grantors. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any In addition, upon the proposed sale, transfer or other disposition of property permitted any Collateral by a Grantor in accordance with the Credit Agreement for which such Grantor desires to obtain a security interest release from Secured Party, such Grantor shall deliver an officers' certificate (i) stating that the Collateral subject to such disposition is being sold, transferred or otherwise disposed of in compliance with the terms of the Credit Agreement, and (ii) specifying the Liens granted herein shall be deemed to be automatically released and Collateral being sold, transferred or otherwise disposed of in the proposed transaction. Upon the receipt of such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent officers' certificate, Secured Party shall, at such Grantor’s 's expense, so long as Secured Party has no reason to believe that the officers' certificate delivered by such Grantor with respect to such sale is not true and correct, execute and deliver such releases of its security interest in such Collateral which is to be so sold, transferred or otherwise authorize the filing of disposed of, as may be reasonably requested by such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseGrantor.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Revolving Loan Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Revolving Loan Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s 's expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations that survive the termination of the Loan Agreement), the cancellation or termination of the CommitmentsRevolving Commitment and the cancellation or expiration of all outstanding Letters of Credit (or backstop or cash collateralization of all outstanding Letters of Credit in amounts and on terms reasonably acceptable to Issuing Bank), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its their respective successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender the Collateral Agent may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Collateral Agent herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than contingent indemnification obligations that survive the termination of the Loan Agreement), the cancellation or termination of the CommitmentsRevolving Commitment and the cancellation or expiration of all outstanding Letters of Credit (or backstop or cash collateralization of all outstanding Letters of Credit in amounts and on terms reasonably acceptable to Collateral Agent), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by this Agreement or the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s the Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments request to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsObligations (other than contingent obligations not yet due and payable), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsObligations (other than contingent obligations not yet due and payable), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, (i) be binding upon each Grantorthe Pledgor, its respective successors and assignsassigns (it being understood and agreed that the Pledgor may not assign or otherwise transfer any of its rights or obligations hereunder except to the extent permitted by the Credit Agreement), and inure(ii) enure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its the other Credit Parties and each of their respective successors, transferees and assigns. No other Persons (including, without limitation, any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoingforegoing clause (ii), but subject in all respects to the terms of the Credit Agreement, any Lender Credit Party may assign or otherwise transfer any commitment and Loans held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders such Credit Party, herein or otherwise. Upon the payment in full of all Secured ObligationsThis Agreement, the cancellation or termination Lien in favour of the Commitments, Agent (for the benefit of itself and the other Credit Parties) and all other security interest interests granted hereby shall automatically terminate hereunder and when all of record the Secured Obligations have been Paid in Full and all rights to lending commitments, if any, under the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shallLoan Documents have terminated; provided, at Grantors’ expensehowever, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit that this Agreement, the Liens Lien in favour of the Agent (for the benefit of itself and the other Secured Parties) and all other security interests granted herein hereby shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored or returned by any secured party or any Loan Party as a preference, fraudulent conveyance, transfer at undervalue or otherwise under any Debtor Relief Law, all as though such payment had not been made (it being understood and agreed 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 incurred by the Agent or any other Credit Party in defending and enforcing such reinstatement shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the included as a part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseSecured Obligations).

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than any Secured Obligations consisting of indemnity or similar obligations in respect of which no amounts are due and payable), the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each GrantorThe Pledgor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent Trustee hereunder, to the benefit of the Collateral Agent Trustee and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than any Secured Obligations consisting of indemnity or similar obligations in respect of which no amounts are due and payable), the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and record, all rights to the Collateral shall revert to Grantorsthe Pledgor and this Agreement (including any provision providing for the appointment of the Collateral Trustee as an attorney-in-fact for the Pledgor) shall terminate. Upon any such termination the Collateral Agent Trustee shall, at Grantors’ Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors the Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment Payment in full Full of all Secured Obligations (subject to the Borrower’s right pursuant to Section 9.08(d) of the Credit Agreement to request termination of the security interest upon Payment in Full of all of the Secured Obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration or Cash Collateralization of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment Payment in full Full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, promptly execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. A Subsidiary shall automatically be released from its Obligations hereunder and the security interest in the Collateral of such Subsidiary shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement, as a result of which such Subsidiary ceases to be a guarantor under the Credit Agreement. Upon any disposition of property property, including Equity Interests in Subsidiaries, permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, promptly execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Pledged Collateral and shall shall, except as otherwise expressly set forth herein, (a) remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than any contingent indemnity or expense reimbursement claims that have yet to be claimed) of such Pledgor, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration or cash collateralization of all outstanding Letters of Credit, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsections 11.10 and 11.11 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than any contingent indemnity or expense reimbursement claims which at the time of such payment have yet to be claimed), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration or cash collateralization of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to Grantorsthe applicable Pledgor. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ the applicable Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of such Pledgor such documents as Grantors such Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein termination and such Pledgor shall be deemed to be automatically released and such property shall automatically revert entitled to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shallreturn, upon its request and at Grantor’s its expense, execute against receipt and deliver without recourse to Secured Party, of such of such Pledgor's Pledged Collateral as shall not have been sold in accordance with this Agreement or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory applied pursuant to the Collateral Agent, including financing statement amendments to evidence such releaseterms hereof.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. (a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until all Secured Obligations have been Paid in Full (subject to the Borrower’s right pursuant to Section 9.8(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedge Obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. After the Secured Obligations have been Paid in Full, the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. For the avoidance of doubt, Section 9.8(d)(i) of the Credit Agreement shall apply, and the Collateral Agent shall take such actions as necessary or desirable to release, or document the release, of the security interest in any Collateral in accordance with Section 9.8(d)(i) of the Credit Agreement. (b) Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon . (c) In connection with the payment in full termination or release pursuant to paragraph (a) or (b) of all Secured Obligationsthis Section 11, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments amendments, intellectual property filings and payoff letters to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations (other than unasserted contingent indemnity obligations) and the cancellation or termination end of the CommitmentsTerm, be binding upon each Grantor, its successors and permitted assigns, and inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and its successors, transferees and permitted assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Facilities Agreement, any Lender may assign or otherwise transfer any Loans outstanding amounts under any Facility held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than unasserted contingent indemnity obligations) and the cancellation or termination end of the CommitmentsTerm, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Administrative Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Facilities Agreement, the Liens Encumbrances granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Administrative Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Administrative Agent, including financing statement amendments to evidence such release. In the event that all the Capital Stock of any Grantor that is a Subsidiary of Borrower shall be sold, transferred or otherwise disposed of in a transaction permitted by the Facilities Agreement, then, at the request of Borrower and at the expense of the Grantors, such Grantor shall be released from its obligations hereunder.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Thereafter, subject to the terms of the Intercreditor Agreement, this Agreement shall be reinstated if at any time any payment of any of SECOND LIEN PLEDGE AND SECURITY AGREEMENT EXECUTION the Obligations is rescinded or must otherwise be returned upon the insolvency, bankruptcy or reorganization of any Grantor or any other Person or otherwise, all as though the payment had not been made.Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request in writing to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Financing Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Financing Agreement, the Liens granted herein shall be *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. Termination and Release. ----------------------- (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of all the Secured Obligations, the cancellation or termination of the Commitments, and the cancellation or expiration of all outstanding Letters of Credit (or alternate disposition of such outstanding Letters of Credit permitted by subsection 2.9 of the Credit Agreement), (ii) be binding upon each Grantor, its the Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (iii), but subject to the terms provisions of subsection 2.4D of the Credit Agreement, any Lender the Secured Party may assign or otherwise transfer any Loans held by it to any other PersonPerson in accordance with the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders the Secured Party herein or otherwise. . (b) Upon the payment in full of all the Secured Obligations, the cancellation or termination of the Commitments, and the cancellation or expiration of all outstanding Letters of Credit (or alternate disposition of such outstanding Letters of Credit permitted by subsection 2.9 of the Credit Agreement), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantorsthe Grantor. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ the Grantor's expense, promptly execute and deliver to Grantors or otherwise authorize the filing of Grantor such documents as Grantors the Grantor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any In addition, upon the proposed sale, transfer or other disposition of property permitted any Collateral by the Grantor in accordance with the Credit AgreementAgreement for which the Grantor desires to obtain a security interest release from the Secured Party, the Liens granted herein Grantor shall be deemed deliver an Officer's Certificate (x) stating that the Collateral subject to be automatically released such disposition is being sold, transferred or otherwise disposed of in compliance with the terms of the Credit Agreement and (y) specifying the Collateral being sold, transferred or otherwise disposed of in the proposed transaction. Upon the receipt of such property shall automatically revert to Officer's Certificate, the applicable Grantor with no further action on the part of any Person. The Collateral Agent Secured Party shall, at the Grantor’s 's expense, promptly execute and deliver such releases of its security interest in such Collateral which is to be so sold, transferred or otherwise authorize disposed of, as may be reasonably requested by the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseGrantor.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. Termination and Release. ----------------------- (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of all the Secured Obligations, Obligations and the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Lender Letters of Credit, (ii) be binding upon each Grantor, its Grantors and their respective successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing subsection (iii), (A), but subject to the terms provisions of Sections 10.7 and 10.8 of the Credit Agreement, any Lender Bank may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Banks herein or otherwise and (B) any Derivative/FX Lender may assign or otherwise transfer any Lender Derivative/FX Contract to which it is a party to any other Person in accordance with the terms of such Lender Derivative/FX Contract, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Derivative/FX Lenders herein or otherwise. . (b) Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Lender Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the applicable Grantors. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any In addition, upon the proposed sale, transfer or other disposition of property permitted any Collateral by a Grantor in accordance with the Credit Agreement for which such Grantor desires to obtain a security interest release from Secured Party, such Grantor shall deliver an officers' certificate (i) stating that the Collateral subject to such disposition is being sold, transferred or otherwise disposed of in compliance with the terms of the Credit Agreement, and (ii) specifying the Liens granted herein shall be deemed to be automatically released and Collateral being sold, transferred or otherwise disposed of in the proposed transaction. Upon the receipt of such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent officers' certificate, Secured Party shall, at such Grantor’s 's expense, so long as Secured Party has no reason to believe that the officers' certificate delivered by such Grantor with respect to such sale is not true and correct, execute and deliver such releases of its security interest in such Collateral which is to be so sold, transferred or otherwise authorize the filing of disposed of, as may be reasonably requested by such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releaseGrantor.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain 507 in full force and effect until (i) the indefeasible payment in full of all the Secured Obligations (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Secured Obligations, the termination of the Commitments, the expiration or cancellation of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements), the cancellation or termination of the Commitments, the cancellation or expiration of all outstanding Letters of Credit and the termination, expiration or cancellation of all Interest Rate Agreements, or (ii) the release of the Liens on the Collateral by Secured Party in writing in accordance with the terms of subsection 6.11 of the Credit Agreement, (b) be binding upon each Grantor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsection 11.1 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise and any Interest Rate Exchanger may assign or otherwise transfer any Interest Rate Obligations owing to it to another Lender or an Affiliate of such Lender or another Lender, and such other Lender or Affiliate shall thereupon become vested with all the benefits in respect thereof granted to such Interest Rate Exchanger herein or otherwise. Upon (i) the indefeasible payment in full of all Secured Obligations (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Secured Obligations, the termination of the Commitments, the expiration or cancellation of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements), the cancellation or termination of the Commitments, the cancellation or expiration of all outstanding Letters of Credit and the termination, expiration or cancellation of all Interest Rate Agreements, or (ii) the release of the Liens on the Collateral by Secured Party in writing in accordance with the terms of subsection 6.11 of the Credit Agreement, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to GrantorsGrantor. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ Grantor's expense, execute and deliver to Grantors or otherwise authorize the filing of Grantor such documents as Grantors Grantor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until (i) the indefeasible payment in full of all Secured Obligations (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Secured Obligations, the termination of the Commitments, the expiration or cancellation of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements), the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit and the termination, expiration or cancellation of all Interest Rate Agreements, or (ii) the release of the Liens on the Pledged Collateral by Secured Party in writing in accordance with the terms of subsection 6.11 of the Credit Agreement, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsection 11.1 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it any of them to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise and any Interest Rate Exchanger may assign or otherwise transfer any Interest Rate Obligations owing to it to another Lender or an Affiliate of such Lender or another Lender, and such other Lender or Affiliate shall thereupon become vested with all the benefits in respect thereof granted to such Interest Rate Exchanger herein or otherwise. Upon (i) the indefeasible payment in full of all Secured Obligations (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Secured Obligations, the termination of the Commitments, the expiration or cancellation of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements), the cancellation or termination of the Commitments, the cancellation or expiration of all outstanding Letters of Credit and the termination, expiration or cancellation of all Interest Rate Agreements, or (ii) the release of the Liens on the Pledged Collateral by Secured Party in writing in accordance with the terms of subsection 6.11 of the Credit Agreement, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to GrantorsPledgor. Upon any such termination the Collateral Agent shallSecured 486 Party will, at Grantors’ Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein termination and Pledgor shall be deemed to be automatically released and such property shall automatically revert entitled to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shallreturn, upon its request and at Grantor’s its expense, execute against receipt and deliver without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory applied pursuant to the Collateral Agent, including financing statement amendments to evidence such releaseterms hereof.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations (other than contingent obligations that survive the cancellation or termination of the CommitmentsLoan Agreement), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent Lender hereunder, to the benefit of the Collateral Agent Lender and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Loan Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Lender herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than contingent obligations that survive the cancellation or termination of the CommitmentsLoan Agreement), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantorsthe Grantor. Upon any such termination the Collateral Agent Lender shall, at Grantors’ the Grantor’s expense, promptly return all Collateral in the Lender’s possession and execute and deliver to Grantors the Grantor or otherwise authorize the filing of such documents as Grantors the Grantor shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Loan Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person, and to the extent in the Lender’s possession, shall promptly be returned to the Grantor. The Collateral Agent Lender shall, at the Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral AgentLender, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than unmatured indemnification obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration of all outstanding Letters of Credit (or delivery of cash collateral securing any reimbursement obligation with respect to such Letters of Credit, subject to arrangements reasonably satisfactory to Issuing Bank), be binding upon each Grantor, its successors and assigns, assigns and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than unmatured indemnification obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration of all outstanding Letters of Credit (or delivery of cash collateral securing any reimbursement obligation with respect to such Letters of Credit, subject to arrangements reasonably satisfactory to the applicable Issuing Bank), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to GrantorsGrantor. Upon any such termination the Collateral Agent shall, at Grantors’ Grantor’s expense, execute and deliver to Grantors or otherwise authorize the filing of Grantor such documents as Grantors Grantor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until either (i) the payment in full of all Secured Obligations, the cancellation or termination of the Revolving Credit Commitments, the Swing Line Commitment, the Term Loan Commitments and the cancellation or expiration of all outstanding Letters of Credit or (ii) the termination of this Agreement pursuant to Section 18, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of Section 11.7 of the Revolving Credit Agreement and Section 11.7 of the Term Loan Agreement, any Lender Secured Party may assign or otherwise transfer any Loans Secured Obligations held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Secured Parties herein or otherwise. Upon either (i) the payment in full of all Secured Obligations, the cancellation or termination of the Revolving Credit Commitments, the Swing Line Commitment, the Term Loan Commitments and the cancellation or expiration of all outstanding Letters of Credit or (ii) the termination of this Agreement pursuant to Section 18, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to GrantorsPledgor. Upon any such termination the Collateral Agent shallwill, at Grantors’ Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein termination and Pledgor shall be deemed to be automatically released and such property shall automatically revert entitled to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shallreturn, upon its request and at Grantor’s its expense, execute against receipt and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory without recourse to the Collateral Agent, including financing statement amendments of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to evidence such release.the terms hereof. 14

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations (other than inchoate indemnification Obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations (other than inchoate indemnification Obligations), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon a Grantor becoming a Non-Recourse Subsidiary in a transaction described in Section 6.13 of the Credit Agreement, the security interests granted by such Grantor hereby shall automatically terminate hereunder and of record and all rights to the Collateral of such Grantor shall revert to such Grantor. If approved, authorized or ratified in writing by the Required Lenders (subject to Section 10.01 of the Credit Agreement), or if approved by the Administrative Agent in connection with the sale of property subject to a Lien hereunder as part of or in connection with any Disposition permitted under the Credit Agreement, the applicable security interest granted hereby in such assets in respect of which a lien release was so approved, authorized or ratified shall automatically terminate hereunder and of record and all rights to the applicable Collateral shall revert to the Grantors. Upon any such termination the Collateral Administrative Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition Disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Administrative Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Administrative Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations (other than contingent indemnification obligations for which no claim has been asserted) and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and permitted assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and permitted assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations (other than contingent indemnification obligations for which no claim has been asserted) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably requestrequest in writing, including financing statement amendments and financing change statements to evidence such terminationtermination and return to the Grantors any possessory Collateral that has been delivered by the Grantors to the Collateral Agent pursuant to the terms of this Agreement. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably requestrequest in writing, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (or backstop or cash collateralization of all outstanding Letters of Credit in amounts and on terms reasonably acceptable to Issuing Bank), be binding upon each GrantorPledgor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its their respective successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (or backstop or cash collateralization of all outstanding Letters of Credit in amounts and on terms reasonably acceptable to Issuing Bank), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to GrantorsPledgor. Upon any such termination the Collateral Agent shall, at Grantors’ Pledgor’s expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by this Agreement or the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantorthe Pledgor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors Pledgor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments request to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Pledged Collateral and shall shall, except as otherwise expressly set forth herein, (a) remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than any contingent indemnity or expense reimbursement claims that have yet to be claimed), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration or cash collateralization of all outstanding Letters of Credit, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsections 11.10 and 11.11 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than any contingent indemnity or expense reimbursement claims which at the time of such payment have yet to be claimed), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration or cash collateralization of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Pledged Collateral shall revert to GrantorsPledgor. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ Pledgor's expense, execute and deliver to Grantors or otherwise authorize the filing of Pledgor such documents as Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein termination and Pledgor shall be deemed to be automatically released and such property shall automatically revert entitled to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shallreturn, upon its request and at Grantor’s its expense, execute against receipt and deliver without recourse to Secured Party, of such of the Pledged Collateral as shall not have been sold in accordance with this Agreement or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory applied pursuant to the Collateral Agent, including financing statement amendments to evidence such releaseterms hereof.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until (i) the indefeasible payment in full of all the Secured Obligations (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Secured Obligations, the termination of the Commitments, the expiration or cancellation of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements), the cancellation or termination of the Commitments, the cancellation or expiration of all outstanding Letters of Credit and the termination, expiration or cancellation of all Interest Rate Agreements, or (ii) the release of the Liens on the Collateral by Secured Party in writing in accordance with the terms of subsection 6.11 of the Credit Agreement, (b) be binding upon each Grantor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsection 11.1 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise and any Interest Rate Exchanger may assign or otherwise transfer any Interest Rate Obligations owing to it to another Lender or an Affiliate of such Lender or another Lender, and such other Lender or Affiliate shall thereupon become vested with all the benefits in respect thereof granted to such Interest Rate Exchanger herein or otherwise. Upon (i) the indefeasible payment in full of all Secured Obligations (other than Obligations which are contingent and unliquidated and not due and owing on such date and which pursuant to the provisions of the Credit Agreement, Interest Rate Agreements, Letters of Credit or the Loan Documents survive the termination of the Credit Agreement, the repayment of the Secured Obligations, the termination of the Commitments, the expiration or cancellation 382 of all Letters of Credit or the termination, expiration or cancellation of all Interest Rate Agreements), the cancellation or termination of the Commitments, the cancellation or expiration of all outstanding Letters of Credit and the termination, expiration or cancellation of all Interest Rate Agreement, or (ii) the release of the Liens on the Collateral by Secured Party in writing in accordance with the terms of subsection 6.11 of the Credit Agreement, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to GrantorsGrantor. Upon any such termination the Collateral Agent shallSecured Party will, at Grantors’ Grantor's expense, execute and deliver to Grantors or otherwise authorize the filing of Grantor such documents as Grantors Grantor shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Financing Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Financing Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s 's expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsTermination Date, the cancellation or termination of the Commitments, and shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon On the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsTermination Date, the security interest granted hereby by this Agreement shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents (including financing statement amendments) as the Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, (x) the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Person and (y) Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents (including financing statement amendments) as Grantors such Grantor shall reasonably requestrequest to evidence such release, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations (subject to the cancellation or Borrower’s right pursuant to Section 9.11(d) of the Credit Agreement to request termination of the Commitments, security interest upon payment in full of all of the Secured Obligations other than the Hedging Obligations) be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Personperson, and such other Person person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, Obligations the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Personperson. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsObligations (other than contingent obligations for which no claim has been made), the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Financing Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than contingent obligations for which no claim has been made), the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Financing Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s 's expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its permitted successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise, to the extent permitted by Section 10.6 of the Credit Agreement. Upon the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit AgreementAgreement or the First Lien Credit Documents, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsTermination Date, the cancellation or termination of the Commitments, and shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Loan Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon On the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsTermination Date, the security interest granted hereby by this Agreement shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents (including financing statement amendments) as the Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Loan Agreement, (x) the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Person and (y) Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents (including financing statement amendments) as Grantors such Grantor shall reasonably requestrequest to evidence such release, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (excluding contingent obligations in respect of customary indemnification liabilities that survive termination of the Credit Documents or such Person's release or discharge therefrom), the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Thereafter, this Agreement shall be reinstated if at any time any payment of any of the Obligations is rescinded or must otherwise be returned upon the insolvency, bankruptcy or reorganization of any Grantor or any other Person or otherwise, all as though the payment had not been made. Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Term Loan Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (excluding contingent obligations in respect of customary indemnification liabilities that survive termination of the Credit Documents or such Person's release or discharge therefrom), the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Thereafter, subject to the terms of the Intercreditor Agreement, this Agreement shall be reinstated if at any time any payment of any of the Obligations is rescinded or must otherwise be returned upon the insolvency, bankruptcy or reorganization of any Grantor or any other Person or otherwise, all as though the payment had not been made. Upon any such termination the Collateral Agent shall, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the CommitmentsCommitments (under, and as defined in, the Credit Agreement and the New Credit Agreement), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement and the New Credit Agreement, any Lender or New Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders and New Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, Obligations and the cancellation or termination of the CommitmentsCommitments (under, and as defined in, the Credit Agreement and the New Credit Agreement), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Administrative Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be are automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Administrative Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Administrative Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit reasonably satisfactory to the issuer(s) of such Letters of Credit, (ii) be binding upon each Grantor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit reasonably satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory acceptable to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the (1) payment in full of all the Secured ObligationsObligations (other than Secured Obligations in respect of indemnification or expense reimbursement not yet claimed), (2) the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration or cash collateralization of all outstanding Letters of Credit or (3) in the case of a Restricted Subsidiary, such Restricted Subsidiary becomes an Unrestricted Subsidiary, (b) be binding upon each Grantor, its Grantors and their respective successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsection 11.11 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured ObligationsObligations (other than any contingent indemnity and expense reimbursement claims which at the time of such payment have yet to be claimed), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration or cash collateralization of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the applicable Grantors. In addition, upon the proposed sale, transfer or other disposition of any Collateral by any Grantor in accordance with the Credit Agreement, or any amendment or waiver hereof, such Grantor shall deliver a certificate of an Authorized Officer, which shall be true and correct, (x) stating that the Collateral subject to such disposition is being sold, transferred or otherwise disposed of in compliance with the terms of the Credit Agreement and (y) specifying the Collateral being sold, transferred or otherwise disposed of in the proposed transaction; PROVIDED, HOWEVER such certificate need not be delivered for Collateral sold in the ordinary course of business (including but not limited to the sale of inventory and obsolete or worn out equipment so sold), in which case, notwithstanding anything to the contrary in this SECTION 21, the release of Secured Party's Liens on such Collateral shall be automatic upon such sale, transfer or other disposition. Upon the receipt of such certificate, Secured Party shall, at Grantors' expense, so long as Secured Party has no reason to believe that such certificate delivered by Grantor with respect to such sale is not true and correct, execute and deliver such releases of its Liens on such Collateral which is to be so sold, transferred or disposed of, as may be reasonably requested by such Grantor. Upon any such termination the Collateral Agent shalltermination, Secured Party will, except as otherwise provided in this SECTION 21, at Grantors’ ' expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest interests in the Collateral and shall remain in full force and effect until the payment Payment in full Full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral each Agent hereunder, to the benefit of the Collateral such Agent and its successors, transferees and assignsassigns or otherwise as set forth in any order of the Bankruptcy Court. Without limiting the generality of the foregoing, but subject to the terms of the First Out Credit Agreement and the Second Out Credit Agreement, any Lender may assign or otherwise transfer any Loans or Commitments (as defined in either Credit Agreement) held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment Payment in full Full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest interests granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent Agents shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the First Out Credit Agreement and the Second Out Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent Agents shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral applicable Agent, including mortgage releases and financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Security Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect so long as any Revolving Loan Commitment is in effect and until the payment in full of all Secured Obligations (other than Unasserted Obligations, the cancellation or termination of the Commitments), be binding upon each the Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any if a Lender may assign assigns or otherwise transfer transfers any Loans Loan held by it to any other PersonPerson in accordance with Section 9.6 of the Credit Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders a Lender herein or otherwiseotherwise as a Secured Party to the extent provided herein. Upon the payment and performance in full of all Secured Obligations (other than Unasserted Obligations, ) and the cancellation or termination of the Revolving Loan Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantorsthe Grantor. Upon any such termination the Collateral Agent shall, at Grantors’ the Grantor’s expense, execute and deliver to Grantors the Grantor or otherwise authorize the filing of such documents as Grantors the Grantor shall reasonably request, including financing statement amendments and notices to securities intermediaries and depositary institutions, if any, to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and all rights to such property shall automatically revert to the applicable Grantor or the Grantor’s assignee with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured ObligationsCredit Obligations (other than any contingent obligations for which no claim has yet been made), the cancellation or termination of the CommitmentsCommitments and the cancellation, expiration or cash collateralization on terms acceptable to the Issuing Bank of all outstanding Letters of Credit (it being understood that at such time, all security interests hereunder in favor of the LVSC Notes Secured Parties and securing the LVSC Notes Obligations shall be automatically released). Such security interests shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit AgreementAgreement and the LVSC Notes Documents, any Lender or holder of LVSC Notes may assign or otherwise transfer any Loans or LVSC Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders or holders of LVSC Notes, as the case may be, herein or otherwise. Upon the payment in full of all Secured Credit Obligations (other than any contingent obligations for which no claim has yet been made) (without regard to the LVSC Notes Obligations), the cancellation or cancellation, termination of the CommitmentsCommitments and the cancellation, expiration or cash collateralization on terms acceptable to the Issuing Bank of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments and UCC-3 termination statements to evidence such termination. Upon any sale, transfer or other disposition of property permitted by the Credit AgreementAgreement (or agreed to by the Requisite Lenders and/or Administrative Agent under the Credit Agreement in accordance with the terms thereof, without any requirement to obtain the concurrence of any holder of LVSC Notes Obligations or the LVSC Notes Indenture Trustee), the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. Upon the repayment of the LVSC Notes, the Liens granted herein securing the LVSC Notes shall be automatically released with no further action on the part of any Person, and all references in this Agreement to LVSC Notes Obligations and LVSC Notes Secured Parties shall be deemed to be deleted. Furthermore, upon the release of any Guarantor from the obligations of Article 7 of the Credit Agreement in accordance with the provisions of the Credit Agreement, such Grantor (and the Collateral at such time assigned by such Grantor pursuant hereto) shall be released from this Agreement. To the extent any property (including Specified FF&E) is financed by any lender pursuant to an FF&E Facility or pursuant to Section 6.1(f) or (j) the Collateral Agent shall release any Liens in favor of the Secured Parties on such assets (subject to the standstill or intercreditor agreement, if any, executed by the Collateral Agent or Administrative Agent in connection with such FF&E Facility). The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such releasereleases.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (or backstop or cash collateralization of all outstanding Letters of Credit in amounts and on terms reasonably acceptable to Issuing Bank), be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its their respective successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the CommitmentsCommitments and the cancellation or expiration of all outstanding Letters of Credit (or backstop or cash collateralization of all outstanding Letters of Credit in amounts and on terms reasonably acceptable to Issuing Bank), the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments request to evidence such termination. Upon any disposition of property permitted by this Agreement or the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s the Grantors’ expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments request to evidence such release.