Common use of Continuing Security Interest Clause in Contracts

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, (b) be binding upon the Pledgor and its successors, transferees and assigns, and (c) inure to the benefit of the Pledgee. Upon the payment in full of all Obligations or payment in full of the Equity Balance, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Account.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain II.5.1 Remain in full force and effect until payment in full of all Obligations, payment in full Secured Obligations and the termination of the Equity Balance or Commitments and any other commitments of the Pledgee realizes on Lender to the Certificate Collateral and the Account Funds in accordance with Section 6.1Pledgor, (b) be II.5.2 Be binding upon the Pledgor and its successors, transferees and assigns, and (c) inure II.5.3 Inure to the benefit of the PledgeeLender and its successors, transferees, and assigns. Without limiting the foregoing clause (c), the Lender may assign or otherwise transfer (in whole or in part) any Note or Loan to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.11 of the Credit Agreement. Upon the indefeasible payment in full of all principal and interest comprising the Secured Obligations or payment in full and the termination of the Equity BalanceCommitments and any other commitments of the Lender to the Pledgor, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Lender will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Shares, together with all other Collateral held by the Pledgee hereunder Lender hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall: (a) remain in full force and effect until payment in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1,Termination Date; (b) be binding upon the Pledgor and its successors, transferees and assigns, ; and (c) inure to the benefit of and be enforceable by the Pledgee. Upon Without limiting clause (c), the payment Pledgee may assign or otherwise transfer (in full of whole or in part) the Revolving Note or any Credit Extension or Commitment held by it to any other Person, and such other Person shall thereupon become vested with all Obligations the rights and benefits in respect thereof granted to the Pledgee under any Loan Document (including this Pledge Agreement) or payment otherwise, in full each case as provided in Section 10.10 of the Equity BalanceCredit Agreement. (i) the sale, transfer or other disposition of Collateral in accordance with the Credit Agreement or (ii) the occurrence of the Termination Date, the security interest interests granted herein shall automatically terminate and all rights with respect to the (x) such Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, case of clause (i)) or (y) all Collateral (in the case of clause (ii)), and at such time the Pledgee will, at the Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the applicable Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments previously delivered to the Pledgee representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Interests, together with all other Collateral held by the Pledgee hereunder hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain 2.5.1 Remain in full force and effect until payment in full of all Obligations, payment in full Secured Obligations and the termination of the Equity Balance or Commitments and any other commitments of the Pledgee realizes on Lender to the Certificate Collateral and the Account Funds in accordance with Section 6.1Pledgor, (b) be 2.5.2 Be binding upon the Pledgor and its successors, transferees and assigns, and (c) inure 2.5.3 Inure to the benefit of the PledgeeLender and its successors, transferees, and assigns. Without limiting the foregoing clause (c), the Lender may assign or otherwise transfer (in whole or in part) any Note or Loan to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to the Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 10.11 of the Credit Agreement. Upon the indefeasible payment in full of all principal and interest comprising the Secured Obligations or payment in full and the termination of the Equity BalanceCommitments and any other commitments of the Lender to the Pledgor, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Lender will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Shares, together with all other Collateral held by the Pledgee hereunder Lender hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full the occurrence of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1a Discharge Event, (b) be binding upon the Pledgor and its successors, transferees successors and assigns, and (c) inure enure, together with the rights and remedies of the Collateral Agent and the Lender hereunder, to the benefit of the PledgeeCollateral Agent and the Lender, and their respective successors and assigns. Without limiting the foregoing clause (c), the Collateral Agent and the Lender may assign or otherwise transfer (in whole or in part) their rights hereunder to any other Person or entity subject to the terms and conditions of assignabilty as may be contained in the Loan Agreement, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to each party. Upon the payment in full occurrence of all Obligations or payment in full of the Equity Balancea Discharge Event, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Collateral Agent will, at the Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Shares, together with all other Collateral held by the Pledgee hereunder Collateral Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Pledged Collateral and the Account Funds and shall shall (a) remain in full force and effect until payment in full in cash (after the termination of the Commitments and the expiration or termination of all Obligations, payment in full outstanding Letters of Credit) of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, Secured Obligations; (b) continue to be effective if at any time payment and performance of the Secured Obligations is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored by the Agent or any other Secured Party; (c) be binding upon each Pledgor, its successors and assigns, and any trustee, receiver, or conservator of a Pledgor, and any successors in interest of a Pledgor in and to all or any part of the Pledgor Pledged Collateral; and its (d) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent, the other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (d), and (c) inure the Agent and/or any Bank may assign or otherwise transfer its rights and obligations under the Credit Agreement to any other Person or entity, and such other Person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Bank herein or otherwise, all as provided in, and to the benefit of extent set forth in, the PledgeeCredit Agreement. Upon the payment in full in cash (after the termination of the Commitments and the expiration or termination of all Obligations or payment in full outstanding Letters of Credit) of the Equity BalanceSecured Obligations, the security interest granted herein Company shall terminate and all rights be entitled to the return, upon its request and at its expense, of such of the Pledged Collateral (including all interest as shall not have been sold or income paid in respect thereto) shall revert otherwise applied pursuant to the Pledgor. Upon any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accountterms hereof.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall shall (a) remain in full force and effect until payment the Obligations have been indefeasibly satisfied in full of all Obligationsfull, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the Pledgor benefit of, and be enforceable by, Agent, and its successors, transferees and assigns, and (c) inure to the benefit of the Pledgee. Upon the indefeasible payment in full of all Obligations or payment in full cash of the Equity BalanceObligations in accordance with the provisions of the Financing Documents, the security interest Security Interest granted herein hereby shall terminate and this Agreement and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to Grantors or any other Person entitled thereto. At such time, Agent will file, or authorize the Pledgorfiling of, appropriate termination statements to terminate such Security Interests. Upon No transfer or renewal, extension, assignment, or termination of this Agreement, any other Financing Document, or any other instrument or document executed and delivered by any Grantor to Agent, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Holders, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without right or remedy which Agent would otherwise have had on any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accountoccasion.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1,Termination Date; (b) be binding upon the each Pledgor and its successors, transferees and assigns, ; and (c) inure inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the PledgeeAdministrative Agent and each other Secured Party. Without limiting clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Loan held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article X of the Credit Agreement. Upon the payment in full of all Obligations or payment in full of the Equity Balance, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee sale, transfer or other disposition of Collateral in accordance with the Credit Agreement, (ii) the issuance of shares in connection with the initial public offering of Cayenta pursuant to the terms of the applicable underwriting agreement and the delivery of a certificate to the Administrative Agent stating that no Default has occurred and is continuing or would result from the initial public offering or (iii) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (x) such Collateral (in the case of clause (i)), (y) any Collateral owned by any member of the Cayenta Group (in the case of clause (ii)) or (z) all Collateral (in the case of clause (iii)), and at such time the Administrative Agent will, at the each Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the applicable Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments previously delivered to the Administrative Agent representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Interests, together with all other Collateral held by the Pledgee hereunder Administrative Agent hereunder, and execute and deliver to the applicable Pledgor such documents as the a Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. Assignments under Credit Agreement. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall shall (a) remain in full force and effect until payment in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, (b) be binding upon each of Grantors, and their respective successors and assigns, and (b) inure to the Pledgor benefit of Agent, each Lender and each Bank Product Provider, and their respective successors and assigns, and shall be enforceable by Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (b), and (c) inure any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any the Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or any Bank Product Provider, or any of them, shall release any of Grantors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the benefit extent therein set forth. A waiver by Agent of the Pledgee. Upon the payment in full of all Obligations any right or payment in full of the Equity Balance, the security interest granted herein remedy on any occasion shall terminate and all rights not be construed as a bar to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon exercise of any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without right or remedy that Agent would otherwise have had on any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accountoccasion.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (aA) remain in full force and effect until payment in full of all Obligations, payment in full Indenture Obligations and the termination of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds Indenture in accordance with Section 6.1its terms, (bB) be binding upon the Pledgor Company and its successors, transferees and assigns, and (cC) inure inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the PledgeeTrustee and each Holder. Without limiting the foregoing CLAUSE (C) above, any Holder may assign or otherwise transfer (in whole or in part) any Security held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Holder under any Transaction Document (including this Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer. Upon the payment in full of all Indenture Obligations or payment in full and the termination of the Equity BalanceIndenture in accordance with its terms, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the PledgorCompany. Upon any such termination, (i) the Pledgee Trustee will, at the Company's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the PledgorCompany, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Shares, together with all other Collateral held by the Pledgee hereunder Trustee hereunder, and execute and deliver to the Pledgor Company such documents as the Pledgor Company shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. Assignments under Credit ----------------------------------------------------- Agreement. This Pledge Agreement shall create a continuing security interest in ---------- the Certificate Pledged Collateral and the Account Funds and shall shall (ai) remain in full force and effect until payment in full the latest of all Obligations, (A) the payment in full of the Equity Balance Secured Obligations and all other amounts payable under this Agreement, (B) the Termination Date, and (C) the expiration or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, termination of all Bank Hedge Agreements, (bii) be binding upon the Pledgor Pledgor, its successors and assigns, and (iii) inure to the benefit of, and be enforceable by, the Lender and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), and (c) inure the Lender may, to the benefit extent permitted by Section 8.07 of the PledgeeCredit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of the Commitment, the Advances and the Notes) to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to the Lender herein or otherwise. Upon the later of the payment in full of the Secured Obligations and all Obligations other amounts payable under this Agreement and the expiration or payment in full termination of the Equity BalanceCommitment, the security interest granted herein hereby shall terminate and all rights to the Pledged Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Lender will, at the sole expense Pledgor's expense, return to the Pledgor such of the Pledgor, and upon written instruction of the Pledgor, deliver Pledged Collateral as shall not have been sold or otherwise applied pursuant to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder terms hereof and execute and PLEDGE AGREEMENT deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge and Security Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall: (a) remain in full force and effect until payment in full of all Obligations, payment or other satisfaction in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1,all Secured Obligations; (b) inure to the benefit of and be binding upon the Pledgor Pledgors and its successors, transferees their respective successors and assigns, ; and (c) inure to the benefit of and be binding upon Pledgee and their respective successors and assigns. Without limiting the Pledgeeforegoing clause (c), Pledgee may assign or otherwise transfer (in whole or in part) the Guaranty, this Pledge and Security Agreement or all or any of the Loan Documents held by it to any other Person, and such other Person shall thereupon become vested with all the benefits and subject to all of the obligations thereafter accruing in respect thereof under the Guaranty, this Pledge and Security Agreement or any Loan Document or otherwise; provided that no such assignment shall relieve Pledgee of any obligation thereunder accruing prior to such assignment. Upon the payment or other satisfaction in full of all Obligations or payment in full of the Equity BalanceSecured Obligations, the security interest interests granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the PledgorPledgors. Upon any such terminationtermination (whether in whole or in part), (i) the Pledgee will, at the Pledgors' sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoeverPledgors, all certificates documents, chattel paper, agreements, certificates, notes and instruments representing representing, constituting, or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Interests, together with all other Collateral then held by the Pledgee hereunder hereunder, and execute and deliver to the Pledgor Pledgors, at Pledgors' sole expense, such documents as the Pledgor Pledgors shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full Secured Obligations other than contingent Obligations which survive the termination of the Equity Balance or the Pledgee realizes on the Certificate Collateral Credit Agreement pursuant to Section 11.03 thereof and the Account Funds in accordance with Section 6.1termination of the Revolving Commitment, (b) be binding upon the Pledgor GRC and its successors, transferees and assigns, and (c) inure inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and each Lender Party and their respective successors and assigns. Without limiting the foregoing clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Revolving Note or Revolving Loan held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Transaction Document (including this Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.04 of the Credit Agreement. Upon the payment in full of all Secured Obligations or payment in full (other than the Obligations which survive the termination of the Equity BalanceCredit Agreement pursuant to Section 11.03 thereof) and the termination of the Revolving Commitment, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the PledgorGRC. Upon any such termination, (i) the Pledgee Collateral Agent will, at the GRC's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the PledgorGRC, without any representations, warranties or recourse of any kind whatsoeverwhatsoever (except for a representation that the Collateral Agent has not transferred the Collateral (by way of sale, assignment, pledge or otherwise) to a third party), all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder Collateral Agent hereunder, if any, and execute and deliver to the Pledgor GRC such documents as the Pledgor GRC shall reasonably request to evidence such termination termination. Amended and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Account.Restated Security Agreement

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full Secured Obligations and the termination of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, commitments of Lender to make Loans to Borrower, (b) be binding upon the Pledgor and its successors, transferees and assigns, and and (c) inure to the benefit of Lender and its successors, transferees, and assigns. Without limiting the Pledgeeforegoing clause (c), Lender may assign or otherwise transfer (in whole or in part) the Note or any Loan to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to Lender under any Loan Document (including this Pledge Agreement) or otherwise. Upon the payment in full of all Secured Obligations or payment in full and the termination of the Equity Balancecommitments of Lender to make Loans to Borrower, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Lender will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Property, together with all other Collateral held by the Pledgee hereunder Lender hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Pledged Collateral and the Account Funds and shall: (a) remain in full force and effect until payment the Payment in full Full (other than contingent indemnification obligations as to which no claims have yet been asserted) of the Secured Obligations and the termination of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1,Revolving Credit Commitments; (b) be binding upon the each Pledgor and its successors, transferees and assigns, ; and (c) inure inure, together with the rights and remedies of the Agent and the Secured Parties hereunder, to the benefit of the PledgeeAgent and the Secured Parties. Upon the payment Payment in full Full of the Secured Obligations (other than contingent indemnification obligations as to which no claims have yet been asserted) and the termination of all Obligations or payment in full of the Equity BalanceRevolving Credit Commitments, the security interest granted herein shall terminate and all rights to the Pledged Collateral (including all interest or income paid in respect thereto) shall revert to the respective Pledgor. Upon any such termination, (i) the Pledgee willAgent then shall, at the each Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the such Pledgor, without any representations, warranties or recourse of any kind whatsoever, any and all certificates and instruments representing or evidencing all Certificate Collateral pledged such Pledgor’s interest in the Shares that had been previously delivered by such Pledgor to the Pledgor hereunder (including all such interest or income)Agent, together with all other Pledged Collateral held by the Pledgee hereunder Agent hereunder, and execute and deliver to the Pledgor such Pledgor, at such Pledgor’s sole expense, such documents as the such Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall shall (ai) remain in full force and effect until payment the Secured Obligations have been paid in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (bii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the Pledgor benefit of, and be enforceable by, Administrative Agent, and its successors, transferees and assigns and the other Secured Parties and their successors and assigns, and (c) inure to . Without limiting the benefit generality of the Pledgeeforegoing clause (iii), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon the payment in full of all Obligations or payment in full of the Equity BalanceSecured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the security interest Guaranty made and the Security Interest granted herein hereby shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to Grantors or any other Person entitled thereto. At such time, upon Borrowers’ request, Administrative Agent will authorize the Pledgorfiling of appropriate termination statements to terminate such Security Interest and will otherwise comply with its obligations under Section 10.13 of the Credit Agreement. Upon No transfer or renewal, extension, assignment or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Administrative Agent nor any additional Loans or other loans made by any Lender to the Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Administrative Agent, nor any other act of the Secured Parties, or any of them, shall release any Grantor from any obligation, except as contemplated by Section 10.13 of the Credit Agreement. Administrative Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Administrative Agent and then only to the extent therein set forth. A waiver by Administrative Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such terminationright or remedy which Administrative Agent would otherwise have had on any other occasion. (b) Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by Administrative Agent or any other Secured Party to such Grantor, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (i) the Pledgee will, at the sole expense any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder foregoing clause (including all such interest or incomea), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and or (ii) direct any provision of the Custodian to remit to Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the Pledgor all funds obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the Collateral Accountamount of such payment.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) shall remain in full force and effect until payment in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, (b) Final Termination Date has occurred; be binding upon the each Pledgor and its successors, transferees and assigns, and (c) ; and inure to the benefit of and be enforceable by the PledgeeAdministrative Agent and each other Secured Party. Upon Without limiting the payment generality of clause (c), each Lender and Issuing Lender may assign or otherwise transfer (in full of whole or in part) any Credit Extension or Committed Sum held by it to any other Person and such other Person shall thereupon become vested with all Obligations rights and benefits in respect thereof granted to such Lender or payment Issuing Lender under the Loan Documents (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in full such assignment or transfer and to the provisions of the Equity BalanceCredit Agreement. The parties hereto agree that (i) upon the Disposition of Collateral in accordance with the Credit Agreement, (ii) the occurrence of the Final Termination Date or (iii) as otherwise permitted by the Credit Agreement, the security interest granted herein shall automatically terminate and all rights with respect to the (A) such Collateral (including in the case of clause (i) or clause (iii)) or (B) all interest or income paid Collateral (in respect thereto) shall revert to the Pledgorcase of clause (ii)). Upon any such termination, (i) the Pledgee Administrative Agent will, at the such Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the appropriate Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder Administrative Agent, and execute and deliver to the such Pledgor such documents as the such Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1,Termination Date; (b) be binding upon the Pledgor and its successors, transferees and assigns, ; and (c) inure inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the PledgeeAdministrative Agent and each other Secured Party. Without limiting clause (c), any Lender may assign or otherwise transfer (in whole or in part) any Note or Loan held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of Section 11.11 and Article X of the Credit Agreement. Upon the payment in full of all Obligations or payment in full of the Equity Balance, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee sale, transfer or other disposition of Collateral in accordance with the Credit Agreement or (ii) the occurrence of the Termination Date, the security interests granted herein shall automatically terminate with respect to (x) such Collateral (in the case of clause (i)) or (y) all Collateral (in the case of clause (ii)), and at such time the Administrative Agent will, at the Pledgor’s sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the applicable Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments previously delivered to the Administrative Agent representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Interests, together with all other Collateral held by the Pledgee hereunder Administrative Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Pledged Collateral and the Account Funds and shall : (ai) remain in full force and effect until payment in full of all Obligations, the payment in full of the Equity Balance Secured Obligations (other than contingent indemnification obligations), including the cash collateralization, expiration, or the Pledgee realizes on the Certificate Collateral cancellation of all Secured Obligations, if any, consisting of letters of credit, and the Account Funds in accordance with Section 6.1, full and final termination of any commitment to extend any financial accommodations under the Loan Agreement; (bii) be binding upon the each Pledgor and its successors, transferees successors and assigns, and ; and (ciii) inure to the benefit of Lender and its successors, transferees, and assigns, in each case other than as expressly permitted pursuant to the Pledgeeterms of the Loan Documents. Upon the payment in full of the Secured Obligations (other than contingent indemnification obligations), including the cash collateralization, expiration, or cancellation of all Obligations or payment in Secured Obligations, if any, consisting of letters of credit, and the full and final termination of any commitment to extend any financial accommodations under the Equity BalanceLoan Agreement, the security interest interests granted herein shall automatically terminate and all rights to the Pledged Collateral (including all interest or income paid in respect thereto) shall revert to the applicable Pledgor. Upon any such termination, (i) the Pledgee Lender will, at the sole expense of the PledgorPledgors' expense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the each Pledgor such documents as the such Pledgor shall reasonably request to evidence such termination termination. Such documents shall be prepared by the Pledgors and (ii) direct the Custodian shall be in form and substance reasonably satisfactory to remit to the Pledgor all funds in the Collateral AccountLender.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall shall (ai) remain in full force and effect until payment the Secured Obligations have been paid in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (bii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the Pledgor benefit of, and be enforceable by, Administrative Agent, and its successors, transferees and assigns and the other Secured Parties and their successors and assigns, and (c) inure to . Without limiting the benefit generality of the Pledgeeforegoing clause (iii), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon the payment in full of all Obligations or payment in full of the Equity BalanceSecured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the security interest Guaranty made and the Security Interest granted herein hereby shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to Grantors or any other Person entitled thereto. At such time, upon Borrowers’ request, Administrative Agent will authorize the Pledgorfiling of appropriate termination statements to terminate such Security Interest and will otherwise comply with its obligations under Section 10.13 of the Credit Agreement. Upon No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Administrative Agent nor any additional Loans or other loans made by any Lender to the Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Administrative Agent, nor any other act of the Secured Parties, or any of them, shall release any Grantor from any obligation, except as contemplated by Section 10.13 of the Credit Agreement. Administrative Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Administrative Agent and then only to the extent therein set forth. A waiver by Administrative Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such terminationright or remedy which Administrative Agent would otherwise have had on any other occasion. (b) Each Grantor agrees that, if any payment made by any Grantor or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by Administrative Agent or any other Secured Party to such Grantor, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (i) the Pledgee will, at the sole expense any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder foregoing clause (including all such interest or incomea), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and or (ii) direct any provision of the Custodian to remit to Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the Pledgor all funds obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the Collateral Accountamount of such payment.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Pledged Collateral and the Account Funds and shall shall (ai) remain in full force and effect until payment in full of all the Obligations, payment in full the repayment of all Loans, the expiration or cancellation of all Letters of Credit and the termination of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, Revolving Commitments, (bii) be binding upon the Pledgor and Pledgor, its successors, transferees successors and assigns, and and (ciii) inure to the benefit of the PledgeeAgent, the Lenders, the Issuer and the Swing Line Lender and each of their respective successors, transferees and assigns. Upon the payment in full of the Obligations, the repayment of all Obligations Loans, the expiration or payment in full cancellation of all Letters of Credit and the termination of the Equity BalanceRevolving Commitments, the security interest granted herein this Agreement shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit be entitled to the Pledgor return, upon its request and at its expense, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof, subject to any existing liens, security interests or encumbrances on such Pledged Collateral, but free and clear of any liens in favor of the Agent. Without limiting the generality of the foregoing clause (iii), any Lender may assign or otherwise transfer all funds or any portion of its rights and obligations under the Credit Agreement (in accordance with the Collateral Accountterms of the Credit Agreement) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender, Issuer or Swing Line Lender herein or otherwise, in each case subject to and as provided for in Section 11.7 of the Credit Agreement.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full the Secured Obligations and the termination of all Commitments and the passage of 30 days after the expiration or termination of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1Letters of Credit, (b) be binding upon the Pledgor and its successors, transferees and assigns, and (c) inure inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the PledgeeCollateral Agent and each other Secured Party. Without limiting the foregoing clause (c), any Bank may assign or otherwise transfer (in whole or in part) any Note or Loan held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Bank under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions of subparagraph 11(H) and paragraph 8 of the Credit Agreement. Upon the payment in full of all the Secured Obligations and the termination of all Commitments and the passage of 30 days after the expiration or payment in full termination of the Equity BalanceLetters of Credit, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Collateral Agent will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Shares, together with all other Collateral held by the Pledgee hereunder Collateral Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Pledged Collateral and the Account Funds and shall shall (aA) remain in full force and effect until the termination and payment in full of all Obligations, payment cash in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, Secured Obligations, (bB) be binding upon the Pledgor Grantor, the Grantor’s successors and assigns and (C) inure, together with the rights and remedies of the Lender hereunder, to the Lender and its respective successors, transferees and assigns, and (c) inure to . Without limiting the benefit generality of the Pledgeeforegoing clause (C) the Lender may assign or otherwise transfer any instrument held by it under this Agreement only to a person or entity to whom or to which the Secured Obligations have been assigned, and such transferee shall thereupon become vested with all the benefits in respect thereof granted to Lender hereunder. The Lender may assign or otherwise transfer any instrument held by it to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such assigning party, whether herein or otherwise. Upon the payment in full of all Obligations or payment in full termination of the Equity BalanceSecured Obligations, the security interest granted herein hereby shall terminate and all rights to the Pledged Collateral (including all interest or income paid in respect thereto) shall revert to the PledgorGrantor. Upon any such termination, (i) the Pledgee Lender will, at the sole expense Grantor’s expense, promptly return to the Grantor all certificates representing any of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Pledged Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor Grantor such documents as the Pledgor Grantor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. Assignments under Credit Agreement. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall shall (a) remain in full force and effect until payment the Obligations have been paid in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds cash in accordance with Section 6.1, the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each of Pledgors, and their respective successors and assigns, and (c) inure to the Pledgor benefit of, and be enforceable by, Agent, and its successors, transferees and assigns, and . Without limiting the generality of the foregoing clause (c) inure to ), any the benefit Lender may, in accordance with the provisions of the PledgeeCredit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise. Upon the payment in full of all Obligations or payment in full cash of the Equity BalanceObligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the security interest Security Interest granted herein hereby shall terminate and this Agreement all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to Pledgors or any other Person entitled thereto. At such time, Agent will authorize the Pledgorfiling of appropriate termination statements to terminate such Security Interests. Upon No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Pledgor to Agent nor any additional Advances or other loans made by any the Lender to Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Pledgors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Provider, or any of them, shall release any of Pledgors from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without right or remedy which Agent would otherwise have had on any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accountoccasion.

Continuing Security Interest. This Pledge Agreement shall ------------------------------------------ create a continuing security interest in the Certificate Collateral and the Account Funds Pledged Shares and shall: (a) remain in full force and effect until the full and complete and final payment in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1,Obligation; (b) be binding upon the Pledgor and its successors, transferees and assigns, ; and (c) inure inure, together with the rights and remedies of Stockholder hereunder, to the benefit of Stockholder. At all times while Stockholder holds the PledgeePledged Stock pursuant to the security interest granted hereunder, Stockholder shall not take any actions to create, or permit to be created by any person claiming through Stockholder, any additional lien or encumbrance on the Pledged Stock, except for the lien created hereunder or pursuant to Stockholder's exercise of its rights and remedies under Section 6.2 below. Upon the complete, full and final payment in full of all Obligations or payment in full of the Equity BalanceObligation, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) Pledged Shares shall revert to the Pledgor. Upon any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the PledgorStockholder then shall, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, except for compliance with this Section 2.3, any and all certificates and instruments representing or evidencing all Certificate Collateral pledged Pledgor's interest in the Pledged Shares that had been previously delivered by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder to Stockholder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds shall: (i) subject to Section 18 and shall (a) 19, remain in full force and effect until the payment in full in cash of all the Secured Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, irrevocable termination of any commitment to extend any financial accommodations under the Note; (bii) be binding upon the each Pledgor and its successors, transferees successors and assigns, and ; and (ciii) inure to the benefit of Lender and its successors, transferees, and assigns. Subject to Sections 18 and 19, upon the Pledgee. Upon the full and final payment in full of all Obligations or payment in full cash of the Equity BalanceSecured Obligations, and the full and final termination of any commitment to extend any financial accommodations under the Note, the security interest interests granted herein shall automatically terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the applicable Pledgor. Upon any such termination, (i) the Pledgee Lender will, at the sole expense of the PledgorPledgors’ expense, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor Pledgors such documents as the Pledgor Pledgors shall reasonably request to evidence such termination termination. Such documents shall be prepared by the Pledgors and shall be in form and substance reasonably satisfactory to Lender. Upon such termination, Lender will, at Pledgors’ expense, deliver to Pledgors the certificates evidencing their Pledged Stock (ii) direct the Custodian to remit to the Pledgor all funds and any other non-cash property received as a dividend or distribution or otherwise in respect of such Pledged Stock), together with any cash then constituting the Collateral Accountnot then sold or otherwise disposed of in accordance with the provisions hereof.

Continuing Security Interest. Assignments under Loan ---------------------------------------------------- Agreement. This Pledge Agreement shall create a continuing security interest in the Certificate --------- Pledged Collateral and the Account Funds and shall shall (ai) remain in full force and effect until the later of (x) the payment in full of all Obligations, payment in full amounts payable under the Loan Agreement and this Agreement and (y) the expiration or termination of the Equity Balance or commitment under the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, Loan Agreement, (bii) be binding upon the Pledgor Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Lender hereunder, to the benefit of, and be enforceable by, the Lender and its successors, transferees and assigns, and (c) inure to the benefit of the Pledgee. Upon the later of the payment in full of the obligations under the Loan Agreement and all Obligations other amounts payable under this Agreement and the expiration or payment in full termination of the Equity Balancecommitment under the Loan Agreement, the security interest granted herein hereby shall terminate and all rights to the Pledged Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Lender will, at the sole expense Pledgor's expense, return to the Pledgor such of the Pledgor, and upon written instruction of the Pledgor, deliver Pledged Collateral as shall not have been sold or otherwise applied pursuant to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder terms hereof and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Pledged Collateral and the Account Funds and shall shall (a) remain in full force and effect until payment in full in cash (after the termination of the Commitments and the expiration or termination of all Obligations, payment in full outstanding Letters of Credit) of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, Secured Obligations; (b) continue to be effective if at any time payment and performance of the Secured Obligations is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored by the Agent or any other Secured Party; (c) be binding upon the Pledgor Company, its successors and its assigns, and any trustee, receiver, or conservator of the Company, and any successors in interest of the Company in and to all or any part of the Pledged Collateral; and (d) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent, the other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (d), and (c) inure the Agent and/or any Bank may assign or otherwise transfer its rights and obligations under the Credit Agreement to any other Person or entity, and such other Person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Bank herein or otherwise, all as provided in, and to the benefit of extent set forth in, the PledgeeCredit Agreement. Upon the payment in full in cash (after the termination of the Commitments and the expiration or termination of all Obligations or payment in full outstanding Letters of Credit) of the Equity BalanceSecured Obligations, the security interest granted herein Company shall terminate and all rights be entitled to the return, upon its request and at its expense, of such of the Pledged Collateral (including all interest as shall not have been sold or income paid in respect thereto) shall revert otherwise applied pursuant to the Pledgorterms hereof. Upon any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Account.17

Continuing Security Interest. This Pledge Agreement shall ---------------------------- create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full Secured Obligations and the termination of the Equity Balance or Commitments and any other commitments of the Pledgee realizes on the Certificate Collateral Lenders and the Account Funds in accordance with Section 6.1Issuer to the Borrower, (b) be binding upon the Pledgor and its successors, transferees and assigns, and (c) inure to the benefit of the PledgeeAgent, the Issuer, the Lenders and each of their successors, transferees, and assigns. Without limiting the foregoing clause 2.5.(c), the Lenders may assign or -------------- otherwise transfer (in whole or in part) any Note or Obligation to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Pledge Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the applicable provisions of the Credit Agreement. Upon the payment in full of all Secured Obligations or payment in full and the termination of the Equity BalanceCommitments and any other commitments of the Lenders and the Issuer to the Borrower, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Agent will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Interests, together with all other Collateral held by the Pledgee hereunder Agent hereunder, and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Pledged Collateral and the Account Funds and shall shall (a) remain in full force and effect until payment in full in cash (after the termination of the Commitments and the expiration or termination of all Obligations, payment in full outstanding Letters of Credit) of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, Secured Obligations; (b) continue to be effective if at any time payment and performance of the Secured Obligations is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored by the Agent or any other Secured Party; (c) be binding upon the Pledgor Company, its successors and its assigns, and any trustee, receiver, or conservator of the Company, and any successors in interest of the Company in and to all or any part of the Pledged Collateral; and (d) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Agent, the other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (d), and (c) inure the Agent and/or any Bank may assign or otherwise 16 transfer its rights and obligations under the Credit Agreement to any other Person or entity, and such other Person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Bank herein or otherwise, all as provided in, and to the benefit of extent set forth in, the PledgeeCredit Agreement. Upon the payment in full in cash (after the termination of the Commitments and the expiration or termination of all Obligations or payment in full outstanding Letters of Credit) of the Equity BalanceSecured Obligations, the security interest granted herein Company shall terminate and all rights be entitled to the return, upon its request and at its expense, of such of the Pledged Collateral (including all interest as shall not have been sold or income paid in respect thereto) shall revert otherwise applied pursuant to the Pledgor. Upon any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accountterms hereof.

Continuing Security Interest. This Pledge Agreement ---------------------------- shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full Secured Obligations and the termination of all contractual obligations of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1Bank under any Credit Document to extend credit of any nature to Borrower, (b) be binding upon the Pledgor and its successors, transferees and assigns, and (c) inure to the benefit of the PledgeeBank and its successors, transferees, and assigns. Without limiting the foregoing clause (c), pursuant to the terms of the Credit Documents, the Bank may assign, or otherwise transfer (in whole or in part) the Secured Obligations to any other Person or entity, and such other Person or entity shall thereupon become vested with all the benefits in respect thereof granted to the Bank under any Credit Document (including this Pledge Agreement) or otherwise. Upon the payment in full of the Secured Obligations and the termination of all Obligations or payment in full contractual obligations of the Equity BalanceBank under any Credit Document to extend credit of any nature to Borrower, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee Bank will, at the Pledgor's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the Pledgor, without any representations, representations or warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by Pledged Securities of the Pledgor hereunder (including all such interest or income)Pledgor, together with all other Collateral held by the Pledgee hereunder Bank hereunder, and execute and deliver to the Pledgor Pledgor, at the Pledgor's sole expense, such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (a) remain in full force and effect until payment in full of all Obligations, payment in full the earlier termination of the Equity Balance Chatfield Pledge Agreement or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance Collate▇▇▇ ▇▇ ▇▇cordance with Section 6.1, (b) be binding upon the Pledgor and its successors, transferees and assigns, and (c) inure to the benefit of the Pledgee. Upon the payment in full of all Obligations or payment in full the earlier termination of the Equity BalanceChatfield Pledge Agreement, the security interest granted herein shall terminate and termi▇▇▇▇ ▇▇▇ all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the Pledgor. Upon any such termination, (i) the Pledgee will, at the sole expense of the Pledgor, and upon written instruction of the Pledgor, deliver or cause to be delivered to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged owned by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder or held by the Custodian and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. Assignments under Credit Agreement. (a) This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall shall (a) remain in full force and effect until payment the Obligations have been paid in full of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds cash in accordance with Section 6.1, the provisions of the Credit Agreement, (b) be binding upon each of the Pledgor Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns, and . Without limiting the generality of the foregoing clause (c) inure ), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits and obligations in respect thereof granted to the benefit of the PledgeeLender herein or otherwise. Upon the payment in full of all Obligations or payment in full cash of the Equity BalanceObligations in accordance with the provisions of the Credit Agreement, the security interest Security Interest granted herein hereby shall terminate and this Agreement and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to Grantors or any other Person entitled thereto. In addition, the PledgorSecurity Interest herein shall be deemed to be released automatically as to any Collateral upon the disposition of such Collateral in a Permitted Disposition. Upon At such time, Agent will file or authorize the filing of appropriate termination statements to terminate the Security Interests granted hereby. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of any Lender or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such terminationright or remedy which Agent would otherwise have had on any other occasion. (b) If any Collateral shall be sold, (i) transferred, or otherwise disposed of by any Grantor in a transaction expressly permitted by the Pledgee willCredit Agreement and pursuant to the terms and conditions of the Credit Agreement, then the Security Interest granted hereby solely with respect to such Collateral shall be deemed to be automatically released and the Agent, on behalf of the Lenders, at the sole expense request of the Pledgorsuch Grantor, and upon written instruction of the Pledgor, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income), together with all other Collateral held by the Pledgee hereunder and shall promptly execute and deliver to such Grantor all documents, and take such other action, reasonably necessary for the Pledgor release of the Security Interest created hereby or by any other Loan Document on such documents as the Pledgor shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral AccountCollateral.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral Collateral, and the Account Funds and shall (a) shall remain in full force and effect until the indefeasible payment in full and/or performance of all Obligations, payment in full of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds in accordance with Section 6.1, (b) shall be binding upon the Pledgor and its Pledgors, their heirs, representatives, successors, transferees and assignsassigns (provided that the Pledgors may not assign any of their obligations hereunder without the prior written consent of the Lender), and (c) and shall inure to the benefit of the PledgeeLender, and its respective successors, transferees, and assigns. Upon the payment satisfaction in full of all Obligations or payment in full of the Equity BalanceObligations, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the PledgorPledgors. Upon any such termination, (i) the Pledgee Lender will, at the sole expense of the Pledgor, and upon written instruction of the PledgorPledgors' expense, deliver to the Pledgor, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments (if any) representing or evidencing all Certificate Collateral pledged the Pledged Shares previously delivered to the Lender by the Pledgor hereunder (including all such interest or income)Pledgors, together with all other Collateral held by the Pledgee hereunder Lender hereunder, in each case which shall not have theretofore been applied to payment of the Obligations, to the Pledgors and execute and deliver to the Pledgor Pledgors, at the Pledgors' expense, such documents as the Pledgor Pledgors shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.

Continuing Security Interest. This Pledge Agreement shall create a continuing security interest in the Certificate Collateral and the Account Funds and shall (aA) remain in full force and effect until payment in full of all Obligations, payment in full Indenture Obligations and the termination of the Equity Balance or the Pledgee realizes on the Certificate Collateral and the Account Funds Indenture in accordance with Section 6.1its terms, (bB) be binding upon the Pledgor Company and its successors, transferees and assigns, and (cC) inure inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the PledgeeTrustee and each Holder. Without limiting the foregoing clause (C) above, any Holder may assign or otherwise transfer (in whole or in part) any Security held by it to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights and benefits in respect thereof granted to such Holder under any Transaction Document (including this Agreement) or otherwise, subject, however, to any contrary provisions in such assignment or transfer. Upon the payment in full of all Indenture Obligations or payment in full and the termination of the Equity BalanceIndenture in accordance with its terms, the security interest granted herein shall terminate and all rights to the Collateral (including all interest or income paid in respect thereto) shall revert to the PledgorCompany. Upon any such termination, (i) the Pledgee Trustee will, at the Company's sole expense of the Pledgor, and upon written instruction of the Pledgorexpense, deliver to the PledgorCompany, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all Certificate Collateral pledged by the Pledgor hereunder (including all such interest or income)Pledged Shares, together with all other Collateral held by the Pledgee hereunder Trustee hereunder, and execute and deliver to the Pledgor Company such documents as the Pledgor Company shall reasonably request to evidence such termination and (ii) direct the Custodian to remit to the Pledgor all funds in the Collateral Accounttermination.