Common use of Continuing Agreement Clause in Contracts

Continuing Agreement. (a) This Agreement shall remain in full force and effect until the Facility Termination Date, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such terminationtermination and/or release. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, but subject to the limitations of Section 10.3 of the Credit Agreement, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Credit Documents have been paid in full and the Participating Commitments have expired or been terminated, at which time this Agreement and the liens and security interests of the Servicer hereunder shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Servicer shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such terminationtermination and/or release. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Servicer or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, but subject to the limitations of Section 15.4 of the Loan Facility Agreement, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent Servicer or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

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

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateObligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party holder of the Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Revolving Commitment has expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Lender shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Lender or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent Lender or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (other than contingent indemnification obligations for which no claim has been asserted) arising under the Loan Documents have been paid in full and the commitments relating thereto have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such terminationtermination and return all possessory collateral. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal fees and disbursementsdisbursements of counsel) incurred by the Administrative Collateral Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until so long as any of the Facility Termination DateObligations (other than contingent indemnification obligations for which no claim has been asserted) remains outstanding. Upon payment or other satisfaction of all Obligations (other than contingent indemnification obligations for which no claim has been asserted), at which time this Agreement and the liens and security interests of the Collateral Agent hereunder shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Agreement. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that provided, that, in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal attorneys’ fees and disbursements) incurred by the Administrative Collateral Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall remain in full force and effect until the Facility Termination Date, at which time this Pledge Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsPledgors, forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and all other Pledged Collateral in its possession and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Pledgors evidencing such termination. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation limitation, any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the Facility Termination DateSecured Obligations have been paid in full (other than any contingent indemnification obligations set forth in the Loan Documents). Upon such payment in full, at which time this Pledge Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent and the Lenders shall, upon the request and at the expense of the GrantorsPledgors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Facility Credit and Collateral Termination DateEvents have occurred. Upon the occurrence of all of the Credit and Collateral Termination Events, at which time this Security Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute execute, if necessary, and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement. (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (excluding Secured Obligations solely with respect to Cash Collateralized Letters of Credit) arising under the Loan Documents have been paid in full and the Commitments and any Letter of Credit (excluding any Cash Collateralized Letter of Credit) have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (other than contingent indemnification obligations for which no claim has been asserted) arising under the Loan Documents have been paid in full and the commitments relating thereto have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the GrantorsPledgors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Pledgors evidencing such terminationtermination and return all possessory collateral. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation any limitation, reasonable legal fees and disbursementsdisbursements of counsel) incurred by the Administrative Collateral Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the Facility Termination Date. Upon the Termination Date, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent and the Lenders shall, upon the request and at the expense of the Grantors, Pledgor forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Pledgor evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Agreement. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateObligations have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the Facility Termination Date, at which time Secured Obligations have been paid in full (other than any contingent indemnification obligations set forth in the Loan Documents). Upon such payment in full this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent and the Lenders shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Financing Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the Facility Termination Dateearlier of (i) the Ratings Collateral Release Date or (ii) the date upon which Full Satisfaction has occurred. Upon such Ratings Collateral Release Date or Full Satisfaction occurring, at which time this Pledge Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the GrantorsPledgors, forthwith release or terminate all of its liens Liens, proxies and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, (i) upon a Collateral Reinstatement Event after the occurrence of the Ratings Collateral Release Date or (ii) if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations for which no claims has been made) and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until so long as any of the Facility Termination DateSecured Obligations remain outstanding. Upon such payment and termination, at which time this Security Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the GrantorsObligor, forthwith release all of its liens the Liens and security interests granted hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligor evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Security Agreement. (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any Secured Party Investor as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any Secured Party Investor in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding or any Credit Document or Hedging Agreement between any Obligor and any Lender is in effect or any Letter of Credit shall remain outstanding and until all of the Facility Termination DateCommitments thereunder shall have terminated. Upon such payment and termination, at which time this Security Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent and the Lenders shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its their liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement. (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateDate shall have occurred, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Pari Passu Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any holder of the Pari Passu Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Insolvency Law, all as though such payment had not been made; provided that provided, however, that, in the event payment of all or any part of the Pari Passu Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any holder of the Pari Passu Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Pari Passu Secured Obligations.

Continuing Agreement. (a) This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the Facility Termination Date. Upon the Termination Date, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, Pledgor forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Pledgor evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Agreement. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.. CHAR1\1462947v8

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) . This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Lender shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured 18 Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawdebtor relief law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (other than contingent indemnification obligations not yet due and payable) arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement and the Liens and security interests of the Administrative Agent hereunder shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) without delivery of any instrument or performance of any act by any party and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall reasonably promptly execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable documented out-of-pocket costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as the Secured Obligations are outstanding, any amounts payable thereunder or under any other Credit Document shall remain outstanding, and until all of the Facility Termination DateCommitments thereunder shall have terminated (other than any obligations with respect to the indemnities set forth in the Credit Documents which shall survive the termination of the Credit Documents). Upon such payment and termination, at which time this Security Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and, the Collateral Agent and the Administrative Agent Lenders shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement. (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.been

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shallshall forthwith release all of its liens and security interests hereunder and, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC Uniform Commercial Code termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations have been Fully Satisfied, at which time this Agreement and the security interest and Liens granted hereunder shall automatically terminate and be automatically terminated (other than obligations under this Agreement which expressly survive such termination) released, and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or and other documents reasonably requested by the Grantors Obligors evidencing such terminationtermination and release. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens Liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until the Facility Termination Date, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that the Administrative Agent shall not be required to execute any document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Administrative Agent or the other Secured Parties to liability or create any obligation or entail any adverse consequence other than the release of such liens or security interests without recourse or warranty. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until the Facility Termination Dateindefeasible payment in full of all Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted), at upon which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) terminate, and thereafter the Administrative Agent Grantee shall, upon the request and at the expense of the GrantorsGrantor, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Grantor evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Grantee as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency, creditor’s rights or other debtor relief laws, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable reasonable, out-of-pocket costs and expenses (including without limitation any reasonable legal fees fees, charges and disbursements) incurred by the Administrative Agent or any Secured Party Grantee in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations for which no claim has been made) and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and out-of-pocket expenses (including without limitation any reasonable external legal fees and out-of-pocket disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Lender shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens Liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Lender or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent Lender or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateLoan Document Obligations have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall authorize the filing of and/or execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any Secured Party other holder of the Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any Secured Party other holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until the Facility Termination DateDate has occurred, at which time this Agreement and the liens and security interest of the Administrative Agent hereunder shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until the Facility Termination DateSatisfaction in Full, at which time this Agreement and the liens and security interests granted herein shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith provide evidence of the release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, reinstated if at any time payment, in whole or in part, of any of the Secured Obligations Satisfaction in Full is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations Satisfaction in Full is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time time, this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, : (i) upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder hereunder; and shall (ii) execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if if, at any time time, payment, in whole or in part, of any of the Secured Obligations is rescinded rescinded, or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations, as a preference, fraudulent conveyance conveyance, or otherwise otherwise, under any Debtor Relief Law, all as though such payment had not been made; provided that provided, that, in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including including, without limitation limitation, any reasonable legal fees and disbursements) incurred by the Administrative Agent Agent, or by any holder of the Secured Party Obligations, in defending and and/or enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than contingent indemnifications for which no claim has been made) and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (other than contingent indemnification obligations not then due) arising under the Loan Documents have been paid in full, the Commitments have expired or been terminated and all Letters of Credit have been terminated or expired (or been cash collateralized), at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief LawLaws, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateObligations have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall authorize the filing of and/or execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any Secured Party other holder of the Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawlaw, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any Secured Party other holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until the Facility Termination Datetermination of the Indenture, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or or other documents reasonably requested by the Grantors evidencing such termination, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent; provided, however, that the Collateral Agent shall not be required to execute any document on terms which, in its reasonable opinion, would, under Applicable Law, expose the Collateral Agent or the other Secured Parties to liability or create any obligation or entail any adverse consequence other than the release of such liens or security interests without recourse or warranty. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than those Obligations which survive pursuant to Section 11.13 of the Credit Agreement) and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Secured Party shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Secured Party or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent Secured Party or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until the Facility Termination Date, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shallLiens created hereby shall automatically be deemed terminated and released and the Purchaser Agent, upon at the request and at the sole expense of the Grantorssuch Grantor, forthwith release all of its liens and security interests hereunder and shall promptly execute and deliver to such Grantor all UCC termination statements and/or releases, filings, and other documents documents, and take such other action, reasonably requested necessary for the release of the Liens created hereby or by any other Transaction Document, and shall duly assign, transfer and deliver to such Grantor such of the Grantors evidencing such terminationCollateral as may be in the possession of Purchaser Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Purchaser Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief LawBankruptcy Laws, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Purchaser Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (other than contingent obligations for which no claim has been asserted) have been paid in full, the Commitments have expired or been terminated and all Letters of Credit have terminated or expired (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made), at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full in cash (other than (x) contingent indemnification obligations for which no claim has been asserted and (y) Swap Obligations or Banking Services Obligations) and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateObligations arising under the Credit Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Lender shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens Liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Lender or any Secured Party holder of the Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent Lender or any Secured Party holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable documented legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents (other than contingent indemnification and expense reimbursement obligations not then due or asserted) have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the reasonable request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder hereunder, deliver to the Grantors all physical collateral held by the Administrative Agent and shall execute and deliver all UCC termination statements and/or other documents and take such actions as reasonably requested by the Grantors Obligors evidencing such terminationtermination or to effect the foregoing. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements, subject to applicable limitations set forth in Section 11.3 of the Credit Agreement) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any applicable Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (other than contingent indemnity obligations) arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateObligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements PPSA discharges and/or other documents reasonably requested by the Grantors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party holder of the Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) a. This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations have been paid in full and all commitments of the Lender to make credit extensions under the Loan Agreement have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Lender shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) b. This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy or other debtor relief law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Revolving Commitment has expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Lender shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination.. ▇▇▇▇-▇▇▇▇-▇▇▇▇.4 (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Lender or any holder of the Secured Party Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent Lender or any holder of the Secured Party Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (other than contingent indemnification obligations) have been paid in full and the Commitments have expired or been terminated, at which time (i) this Agreement shall be automatically terminated terminated, (other than obligations under this Agreement which expressly survive such terminationii) and the Administrative Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination, and (ii) the Administrative Agent shall deliver to the Borrower an authorization to file all such UCC and other termination statements and related filings as may be necessary to effectuate the release of the liens and security interests created hereunder. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the Facility Termination Date, at which time Secured Obligations have been paid in full (other than any contingent indemnification obligations set forth in the Loan Documents). Upon such payment in full this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent and the Lenders shall, upon the request and at the expense of the GrantorsObligor, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligor evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateObligations have been paid in full (other than Secured Cash Management Agreements, Secured Hedge Agreements or contingent indemnification or expense reimbursement obligations for which no claim has been made) and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver deliver, or authorize the Grantors to prepare and file, all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Security Agreement shall remain in full force and effect until for so long as any Lender shall have any Commitment under the Facility Termination DateCredit Agreement, and so long as any Loan or other Obligation under the Credit Agreement shall remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim has been asserted), at which time this Agreement Security Agreement, and the liens and security interests of the Administrative Agent hereunder, shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such terminationtermination and return to Grantors all Collateral in its possession. (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that provided, that, in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateObligations arising under the Credit Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Collateral Agent shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens Liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Collateral Agent or any Secured Party holder of the Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Collateral Agent or any Secured Party holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the Facility Termination Datecommitments relating thereto have been terminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, at which time this Security Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, promptly upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Security Agreement. (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Lawbankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursementsAttorney Costs) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateParity Lien Obligations have been paid in full and the Parity Lien Documents have been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Collateral Trustee shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or or other documents reasonably requested by the Grantors any Obligor evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Parity Lien Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent Collateral Trustee or any Parity Lien Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief LawInsolvency or Liquidation Proceeding, all as though such payment had not been made; provided that that, in the event payment of all or any part of the Secured Parity Lien Obligations is rescinded or must be restored or returned, all reasonable out-of-pocket costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Collateral Trustee in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Parity Lien Obligations.

Continuing Agreement. (a) This Agreement shall remain in full force and effect until such time as the Facility Termination DateSecured Obligations (other than contingent obligations for which no claim has been asserted) arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent Lender shall, upon the request and at the expense of the GrantorsObligors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors Obligors evidencing such termination. (b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party Lender as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.