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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment payment in Full full of all Secured ObligationsObligations and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its permitted successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Note Purchase Agreement, any Lender Holder may assign or otherwise transfer any Loans Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders the Holders herein or otherwise, to the extent permitted by Section 11.6 of the Note Purchase Agreement. Upon the Payment payment in Full full of all Secured ObligationsObligations and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereundertermination. Upon any disposition of property permitted by the Note Purchase Agreement, the First Lien Credit AgreementDocuments or the Second Lien Credit Documents, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicablerelease.

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment in Full of all Secured Obligations (subject to the Borrower’s right pursuant to Section 9.08(d) of the Credit Agreement to request termination of the security interest upon Payment in Full of all of the Secured Obligations), the cancellation or termination of the Commitments and the cancellation, expiration or Cash Collateralization of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment in Full of all Secured EXHIBIT G-30 Obligations, the security interest granted hereby shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, promptly execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination termination. A Subsidiary shall automatically be released from its Obligations hereunder and shall deliver to the applicable Grantor any security interest in the Collateral of such Grantor held Subsidiary shall be automatically released upon the consummation of any transaction permitted by the Collateral Agent hereunderCredit Agreement, as a result of which such Subsidiary ceases to be a guarantor under the Credit Agreement. Upon any disposition of property property, including Equity Interests in Subsidiaries, permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, promptly execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicablerelease.

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

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

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment payment in Full full of all Secured ObligationsCredit Obligations and, after the Intercreditor Effective Date, any Other First Lien Obligations (in each case, other than any contingent obligations for which no claim has yet been made), the cancellation or termination of the Commitments and the cancellation, expiration or cash collateralization on terms reasonably acceptable to the Issuing Bank of all outstanding Letters of Credit. Such security interests shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Secured Credit AgreementDocuments, any Lender or holder of Other First Lien Obligations may assign or otherwise transfer any Loans or Other First Lien Obligations held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders or holders of Other First Lien Obligations, as the case may be, herein or otherwise. Upon the Payment payment in Full full of all Credit Obligations (other than any contingent obligations for which no claim has yet been made), the cancellation, termination of the Commitments and the cancellation, expiration or cash collateralization on terms reasonably acceptable to the Issuing Bank of all outstanding Letters of Credit, the security interest granted hereby securing the Credit Obligations shall automatically terminate hereunder and of record and all rights of the Credit Secured Parties to the Collateral shall revert to Grantors. Upon the payment in full of any Series of Other First Lien Obligations (other than any contingent obligations for which no claim has yet been made) in accordance with the Other First Lien Agreement governing such Series of Other First Lien Obligations, the security interest granted hereby securing such Series of Other First Lien Obligations shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights of the Other First Lien Secured Parties to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and UCC-3 termination statements to evidence such termination and termination. If any Collateral shall deliver become subject to the release provisions set forth in Section 2.04 of the First Lien Intercreditor Agreement, the Lien created hereunder on such Collateral shall be automatically released to the extent (and only to the extent) provided therein. Subject to any applicable Grantor terms of the First lien Intercreditor Agreement, upon any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any sale, transfer or other disposition of property to a Person that is not a Grantor permitted by the Credit Agreement (or agreed to by the Requisite Lenders and/or Administrative Agent under the Credit Agreement in accordance with the terms thereof) and not prohibited by any Other First Lien Agreement, the Liens on such property granted herein securing the Credit Obligations shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. With respect to any Series of Other First Lien Obligations, the Liens granted herein securing such Series of Other First Lien Obligations shall be automatically released with no further action on the part of any Person upon the occurrence of any of the circumstances set forth in the section governing release of collateral in the applicable Other First Lien Agreement governing such Series of Other First Lien Obligations. Furthermore, upon the release of any Grantor from the obligations of Article 7 of the Credit Agreement in accordance with the provisions of the Credit Agreement (and not prohibited by any Other First Lien Agreement), such Grantor (and the Collateral at such time assigned by such Grantor pursuant hereto) shall be released from this Agreement. To the extent any property (including Specified FF&E) is financed by any lender pursuant to an FF&E Facility or pursuant to Section 6.1(f) or (j) of the Credit Agreement, the Collateral Agent shall release any Liens in favor of the Secured Parties on such assets (subject to the standstill or intercreditor agreement, if any, executed by the Collateral Agent or Administrative Agent in connection with such FF&E Facility). The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicablereleases.

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

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This ----------------------------------------------- Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until either (i) the Payment payment in Full full of all Secured Obligations, the cancellation or termination of the Revolving Credit Commitments, the Swing Line Commitment, the Term Loan Commitments and the cancellation or expiration of all outstanding Letters of Credit or (ii) the termination of this Agreement pursuant to Section 17, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of Section 11.7 of the Revolving Credit Agreement and Section 11.7 of the Term Loan Agreement, any Lender Secured Party may assign or otherwise transfer any Loans Secured Obligations held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders Secured Parties herein or otherwise. Upon either (i) the Payment payment in Full full of all Secured Obligations, the cancellation or termination of the Revolving Credit Commitments, the Swing Line Commitment, the Term Loan Commitments and the cancellation or expiration of all outstanding Letters of Credit or (ii) the termination of this Agreement pursuant to Section 17, the security interest granted hereby shall automatically terminate hereunder without delivery of any instrument or performance of any act by any party and all rights to the Pledged Collateral shall revert to the GrantorsPledgor. Upon any such termination the Collateral Agent shallwill, at the Grantors’ Pledgor's expense, execute and deliver to the Grantors or otherwise authorize the filing of Pledgor such documents as the Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination and Pledgor shall deliver be entitled to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreementreturn, the Liens granted herein shall be deemed to be automatically released upon its request and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s its expense, execute against receipt and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory without recourse to the Collateral Agent, including financing statement amendments to evidence of such release and of the Pledged Collateral as shall deliver not have been sold or otherwise applied pursuant to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicableterms hereof.

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the Payment payment in Full full of all Secured Obligations, the cancellation or termination of all Commitments and the cancellation or expiration of all outstanding letters of credit issued pursuant to any of the Credit Agreements then secured by the Pledged Collateral, (b) be binding upon each GrantorPledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees successors and permitted assigns. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of subsection 10.1 of the Existing Credit AgreementAgreement and subsection 10.1 of the New Credit Agreement and any comparable provisions of any Successor Credit Agreement secured by the Pledged Collateral, any Lender may assign or otherwise transfer any Loans loans held by it under the applicable Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment payment in Full full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding letters of credit referred to above, the security interest granted hereby shall automatically terminate hereunder without delivery of any instrument or performance of any act by any party and all rights to the Pledged Collateral shall revert to the GrantorsPledgor. Upon any such termination the Collateral Agent shallwill, at the Grantors’ Pledgor's expense, execute and deliver to the Grantors or otherwise authorize the filing of Pledgor such documents as the Grantors Pledgor shall reasonably request, including financing statement amendments request to evidence such termination and Pledgor shall deliver be entitled to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreementreturn, the Liens granted herein shall be deemed to be automatically released upon its request and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s its expense, execute against receipt and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory without recourse to the Collateral Agent, including financing statement amendments to evidence of such release and of the Pledged Collateral as shall deliver not have been sold or otherwise applied pursuant to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicableterms hereof.

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment all Obligations (other than contingent obligations not then due and payable and Specified Hedge Obligations) have been paid in Full full, all Commitments have terminated or expired and no Letter of all Secured ObligationsCredit shall be outstanding, shall be binding upon each Grantor, its successors and assigns, and shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees successors and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment payment in Full full of all Secured Obligations (other than contingent obligations not then due and payable and Specified Hedge Obligations), the termination or expiration of the Commitments and the cancelation or expiration of all outstanding Letters of Credit, the security interest granted hereby hereunder shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall revert to the Grantors. The security interest granted hereunder in any item of Collateral shall also be released as provided in Section 9.8 of the Credit Agreement. Upon any such termination or release, the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicabletermination.

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Payment indefeasible payment in Full full of all the Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, (b) be binding upon each Grantor, its Grantors and their respective successors and assigns, and (c) inure, together with the rights and remedies of the Collateral Agent Secured Party hereunder, to the benefit of the Collateral Agent Secured Party, Lenders, Hedge Exchangers and its their respective successors, transferees and assigns. Without limiting the generality of the foregoingforegoing clause (c), (i) but subject to the terms provisions of subsection 10.1 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise and (ii) any Hedge Exchanger may assign or otherwise transfer any Lender Hedge Agreement to which it is a party to any other Person in accordance with the terms of such Lender Hedge Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Hedge Exchangers herein or otherwise. Upon the Payment indefeasible payment in Full full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, the security interest granted hereby shall automatically terminate hereunder without delivery of any instrument or performance of any act by any party and all rights to the Collateral shall revert to the applicable Grantors. Upon any such termination the Collateral Agent shallSecured Party will, at the Grantors’ ' expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments request to evidence such termination and shall deliver to termination. In addition, upon the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any proposed sale, transfer or other disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.Collateral

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

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

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

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. (a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment termination of the Commitments and payment in Full full of all Secured ObligationsObligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), and be binding upon each Grantor, its successors and assigns, assigns and inure, together with the rights and remedies of the Collateral Security Agent hereunder, to the benefit of the Collateral Security Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment termination of the Commitments and payment in Full full of all Secured ObligationsObligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), the security interest granted hereby shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment in Full of all Secured ObligationsTermination Date, be binding upon each Grantorthe Pledgor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but in all cases subject to the terms of the Credit AgreementAgreement and the other Credit Documents, any Lender may assign or otherwise transfer any Loans (including participations in L/C Obligations or Swingline Loans) or other rights held by it under the Credit Documents to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwiseLenders. Upon the Payment in Full occurrence of all Secured Obligationsthe Termination Date, the security interest granted hereby shall automatically terminate hereunder without delivery of any instrument or performance of any act by any party for all purposes and all rights to the Collateral shall revert to the GrantorsPledgor. Upon any such termination termination, the Collateral Agent shall, at the Grantors’ Pledgor’s request and expense, execute and deliver to the Grantors Pledgor, or otherwise authorize the filing of of, such documents as may be necessary or as the Grantors Pledgor shall reasonably request, including financing statement amendments amendments, to evidence or effect such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereundertermination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor Pledgor with no further action on the part of any Person. The Collateral Agent shall, at the applicable GrantorPledgor’s expense, execute and deliver deliver, or otherwise authorize the filing of of, such documents as such Grantor may be necessary or as US PLEDGE AGREEMENT (PATTERN REVOLVER) the Pledgor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments amendments, to evidence or effect such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicablerelease.

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

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

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment payment in Full full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each GrantorPledgor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon (i) the Payment payment in Full full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, or (ii) receipt by the Parent of an Investment Grade Status rating and subject to the terms of Section 3.3 of the Credit Agreement, the security interest granted hereby shall immediately and automatically terminate hereunder without delivery of any instrument or performance of any act by any party and all rights to the Collateral shall revert to Pledgors. In addition, the Grantorssecurity interest granted hereby shall immediately and automatically be released with respect to any Collateral sold, transferred or otherwise disposed of in connection with a Permitted Sale. Upon any such termination the Collateral Agent shall, at the Grantors’ Pledgors' expense, execute and deliver to the Grantors or otherwise authorize the filing of Pledgors such documents as the Grantors Pledgors shall reasonably request, including financing statement amendments request to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicabletermination.

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

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

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

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

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the Payment payment in Full full of all Secured ObligationsObligations under the Credit Agreement, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, (b) be binding upon each GrantorPledgor, its successors and assigns; provided, however, that no Pledgor shall assign any of its rights or obligations hereunder without the prior written consent of Collateral Agent (with the prior written consent of the Requisite Obligors), and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns; provided that, upon a sale, transfer or disposition or release of any Pledged Collateral in accordance with the terms of the Credit Agreement or if, as a result of a transaction permitted by the Credit Agreement (including, without limitation, a transaction resulting in the Pledgor no longer being a Subsidiary of the Borrower), any Pledgor is no longer required by the terms of the Credit Agreement to be a Pledgor hereunder or any Pledged Collateral is no longer required to be covered by a security interest hereunder, the security interest created hereby in and with respect to such released Pledged Collateral shall terminate and be automatically released, all without delivery of any instrument or performance of any act by any party, and all rights to such Pledged Collateral shall revert to the resulting owner of such Pledged Collateral. In the case of any termination referred to in the immediately preceding proviso, to the extent of such termination, upon the certification of the relevant Pledgor to the Collateral Agent following such termination that such action as may be required by the Credit Agreement or this Agreement to be taken by such Pledgor with respect to the Proceeds of such Pledged Collateral has been, or promptly upon such sale, transfer or other disposition, will be taken by such Pledgor, the Collateral Agent shall promptly deliver to such Pledgor any such Pledged Collateral held by the Collateral Agent hereunder (or certificate of title evidencing any such Pledged Collateral in the Collateral Agent’s possession), and execute and deliver to such Pledgor all releases or other documents, including UCC termination statements and releases of certificates of title, reasonably necessary or desirable for the release of the Liens created hereby on such Pledged Collateral. Without limiting the generality of the foregoingforegoing clause (c), but subject to the terms provisions of Section 10.1 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment payment in Full full of all Secured ObligationsObligations (other than inchoate indemnity obligations and unasserted expense reimbursement obligations) under the Credit Agreement, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit (except any Letter of Credit that has been cash collateralized on terms reasonably satisfactory to the Issuing Lender or for which a backstop letter of credit reasonably satisfactory to the Issuing Lender has been put in place), the security interest granted hereby shall automatically terminate hereunder without delivery of any instrument or performance of any act by any party and all rights to the Pledged Collateral shall revert to the GrantorsPledgors. Upon any such termination the Collateral Agent shallwill, at the GrantorsPledgors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of Pledgors such documents as the Grantors Pledgors shall reasonably request, including financing statement amendments request to evidence such termination and Pledgors shall deliver be entitled to the applicable Grantor any return, upon their request and at their expense, against receipt and without recourse to Collateral Agent or the Secured Parties, of such Grantor held by of the Pledged Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein as shall be deemed to be automatically released and such property shall automatically revert not have been sold or otherwise applied pursuant to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicableterms hereof.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. (a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment termination of the Commitments and payment in Full full of all Secured ObligationsObligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), and be binding upon each Grantor, its successors and assigns, assigns and inure, together with the rights and remedies of the Collateral Security Agent hereunder, to the benefit of the Collateral Security Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment termination of the Commitments and payment in Full full of all Secured ObligationsObligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), the security interest granted hereby shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment payment in Full full of all Secured ObligationsObligations and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment payment in Full full of all Secured ObligationsObligations and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall automatically revert to the Grantors. Upon any such termination (and from time to time thereafter) the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. No transfer or renewal, extension, assignment, or termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder. Upon any disposition this Agreement or of property permitted by the Credit Agreement, any other Credit Document, or any other instrument or document executed and delivered by any Grantor to Collateral Agent nor any additional Revolving Loans or other loans made by any Lender to Company, nor the Liens granted herein taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Collateral Agent, nor any other act of the Secured Parties or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Collateral Agent in accordance with the provisions of the Credit Agreement. Collateral Agent shall not by any act, delay, omission or otherwise, be deemed to be automatically released have waived any of its rights or remedies hereunder, unless such waiver is in writing and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The signed by Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, then only to the extent applicabletherein set forth. A waiver by Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Collateral Agent would otherwise have had on any other occasion. If Collateral Agent or any Secured Party repays, restores, or returns, in whole or in part, any payment or property previously paid or transferred and applied to the Secured Obligations because the payment or transfer is declared to be void, voidable, or otherwise recoverable under any state or federal law (collectively, a “Voidable Transfer”), or because Collateral Agent or Secured Party elects to do so on the reasonable advice of its counsel in connection with an assertion that the payment or transfer is a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that Creditor repays, restores, or returns, the liability of each grantor will automatically and immediately be revived, reinstated, and restored and will exist as though the Voidable Transfer had never been made and any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment or transfer had never been made. If, prior to any of the foregoing, (b) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the immediately preceding paragraph, or (b) any provision of the Guaranty shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until all amounts owing to the Payment Administrative Agent and the Secured Parties (other than (a) contingent indemnification obligations and (b) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) are indefeasibly paid in Full of all Secured Obligationsfull in cash and the Commitments are terminated (the “Termination Date”), and shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon On the Payment in Full of all Secured ObligationsTermination Date, the security interest granted hereby by this Agreement shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Administrative Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents (including financing statement amendments) as the Grantors shall reasonably request, including financing statement amendments request to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereundertermination. Upon any disposition of property permitted by the Credit Agreement, (x) the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Person and (y) the Administrative Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents (including financing statement amendments) as such Grantor shall reasonably requestrequest to evidence such release, in form and substance reasonably satisfactory to the Collateral Administrative Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicable.

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

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

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

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

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. 8. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment payment in Full full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment payment in Full full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereundertermination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicablerelease.

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

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

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

CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Payment payment in Full full of all Secured Obligations (other than (i)contingent or indemnification obligations to which no claim has been asserted or that are not due and payable and (ii) Secured Swap Obligations) and the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Administrative Agent hereunder, to the benefit of the Collateral Administrative Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the Payment payment in Full full of all Secured Obligations (other than (i) contingent or indemnification obligations to which no claim has been asserted or that are not due and payable and (ii) Secured Swap Obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder without delivery and of any instrument or performance of any act by any party record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Administrative Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination termination. The Liens granted herein are automatically released in accordance with and shall deliver to in the applicable Grantor any Collateral manner set forth in Section 9.10(c)(i) and (iv) of such Grantor held by the Collateral Agent hereunder. Upon any disposition of property permitted by the Credit Agreement, the . The Liens granted herein shall will also be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on extent and in the part manner set forth in Section 9.10(c)(ii) of any Personthe Credit Agreement. The Collateral Administrative Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Administrative Agent, including financing statement amendments to evidence such release and shall deliver to the applicable Grantor any Collateral of such Grantor held by the Collateral Agent hereunder, to the extent applicablerelease.

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

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

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

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

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

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

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