Common use of Effect of Maturity Clause in Contracts

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ expense, release or terminate any filings or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment in full of all Obligations and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, each Guarantor, and any new lender to any Borrower to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. On the Termination Date, all obligations of Lender the Lenders to provide Advances and any other additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers Borrower shall immediately repay all of the Obligations in fullfull in cash. No termination of the obligations of Lender the Lenders (other than cash payment in full of the Obligations and (other than unasserted contingent indemnification obligations)) or termination of the obligations Commitments and/or any other obligation of Lender the Lenders to provide additional credit hereunder) hereunder shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lenderthe Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations (other than unasserted contingent indemnification obligations) have been paid in full in cash and Lender’s the Lenders’ obligations to provide additional credit hereunder shall have been terminated. Provided Provided, that the Agent has not received prior written notice that there are no suitsis a suit, actionsaction, proceedings proceeding or claims claim pending or threatened against any an Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender the Agent shall, at Borrowersthe Loan Parties’ expense, release or terminate any filings or other agreements that perfect the LenderAgent’s Liens in the Collateral, upon Lenderthe Agent’s receipt of each of the following, in form and content satisfactory to Lenderthe Agent and the Required Lenders: (i) cash payment in full of all Obligations and completed performance by Borrowers with respect to their (other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usagethan unasserted contingent indemnification obligations), (ii) evidence that any obligation of Lender the Lenders to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender the Secured Parties and its Affiliates their respective Affiliates, Agent-Related Parties, and Lender-Related Parties by each Borrower and each Loan Party relating to Lender’s the Secured Parties’ performance and obligations under the Loan Documents, and (iv) an agreement by Borrower and each BorrowerGuarantor to indemnify the Secured Parties and their respective Affiliates, each GuarantorAgent-Related Parties, and any new lender to any Borrower to indemnify Lender and its Affiliates Lender-Related Parties for any payments received by the Secured Parties or their Affiliates (or Lender or its Affiliates Affiliate(s)) that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With The Agent shall have no duty to investigate whether there is any suit, action, proceeding or claim pending or threatened against an Indemnified Person under this Agreement with respect to any outstanding Hedge Obligations which are not so paid in fullIndemnified Liabilities, the Bank Product Provider may require Borrowers and shall be fully protected and shall have no liability to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to any Indemnified Person or any other Person for releasing or terminating any filings or other agreements that perfect the LenderAgent’s Liens in the CollateralCollateral in accordance with this Section 2.10.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ expense, release or terminate any filings or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content reasonably satisfactory to Lender: (i) cash payment in full of all Obligations (including Hedge Obligations subject, however, to the next sentence) and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, each Guarantor, and any new lender to any Borrower to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. On the Termination Maturity Date, all obligations commitments of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which Obligations) immediately shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately be required to repay all of the Obligations (other than Hedge Obligations) in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s 's Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminatedfull. Provided that When (a) there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, and (b) all of the Obligations have been paid in full, Lender shallwill, at Borrowers’ ' sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release or terminate any filings or other agreements that perfect the documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Lender’s 's Liens and all notices of security interests and liens previously filed by Lender, in the Collateral, each case upon Lender’s 's receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment in full of all Obligations and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s 's performance and obligations under the Loan Documents, and (ivii) an agreement by each Borrower, Borrower and each Guarantor, and any new lender to any Borrower Guarantor to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. (i) On the Termination Maturity Date, the Term Loan, all obligations of Lender to provide additional credit hereunder shall automatically be terminated accrued interest thereon and all of the other outstanding Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers Borrower shall immediately repay all of the Obligations in cash in full. No termination of the obligations of Lender the Lenders (other than cash payment in full of the Obligations (other than unasserted contingent indemnification obligations) and termination of any other obligation of the obligations of Lender Lenders to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lenderthe Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations (other than unasserted contingent indemnification obligations) have been paid in full in cash (and, in the case of an election made under Section 2.6(a) hereof with respect to payment of certain outstanding interest in accordance with the provisions thereof, payment of such interest from Stock issued by the Borrower) and Lender’s the Lenders’ obligations to provide additional credit hereunder shall have been terminated. Provided that the Agent has not received prior written notice that there are no suitsis a suit, actionsaction, proceedings proceeding or claims claim pending or threatened against any an Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender the Agent shall, at Borrowersthe Loan Parties’ request and expense, release or terminate any filings or other agreements that perfect the LenderAgent’s Liens in the Collateral, upon Lenderthe Agent’s receipt of each of the following, in form and content satisfactory to Lenderthe Agent and the Required Lenders: (i) cash payment in full of all Obligations and completed performance by Borrowers with respect to their (other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usagethan unasserted contingent indemnification obligations), (ii) evidence that any obligation of Lender the Lenders to make Advances to any Borrower or provide any further credit to any Borrower has been terminatedterminated (it being understood that upon the making of the Term Loan on the Closing Date, the Lenders shall have no further obligation to make loans or otherwise extend credit to the Borrower and/or its Subsidiaries hereunder and/or under the Loan Documents), (iii) a general release of all claims against Lender the Secured Parties and its Affiliates their respective Affiliates, Agent-Related Parties, and Lender-Related Persons by Xxxxxxxx, each Borrower and each other Loan Party and all of the Borrower’s other Subsidiaries relating to Lender’s the Secured Parties’ performance and obligations under the Loan Documents and any other matters related to the Loan Documents, and (iv) an agreement by Xxxxxxxx and each BorrowerGuarantor to indemnify the Secured Parties and their respective Affiliates, each GuarantorAgent-Related Parties, and any new lender to any Borrower to indemnify Lender and its Affiliates Lender-Related Persons for any payments received by Lender the Secured Parties or its their Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With The Agent shall have no duty to investigate whether there is any suit, action, proceeding or claim pending or threatened against an Indemnified Person under this Agreement with respect to any outstanding Hedge Obligations which are not so paid in fullIndemnified Liabilities, the Bank Product Provider may require Borrowers and shall be fully protected and shall have no liability to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to any Indemnified Person or any other Person for releasing or terminating any filings or other agreements that perfect the LenderAgent’s Liens in the CollateralCollateral in accordance with this Section 2.10.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ expense, release or terminate any filings registrations or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment in full of all Obligations (including Hedge Obligations subject, however, to the next sentence) and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, each Guarantor, and any new lender to any Borrower to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings registrations or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers Borrower shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party Borrower of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, DA-3283712 v10 1286309-00040 actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ Borrower’s expense, release or terminate any filings or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment in full of all Obligations (including Hedge Obligations subject, however, to the next sentence) and completed performance by Borrowers Borrower with respect to their its other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, each Guarantor, Borrower and any new lender to any Borrower to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers Borrower to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations by payment of cash or other immediately available funds and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ expense, release or terminate any filings or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment in full of all Obligations by payment of cash or other immediately available funds (including Hedge Obligations subject, however, to the next sentence) and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, each Guarantor, and any new lender to any Borrower to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately repay Pay in Full all of the Obligations in fullObligations. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and and, subject to the last sentence of this Section 2.10 in the case of Hedge Obligations, shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ expense, release or terminate any filings or other agreements that evidence or perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment Payment in full Full of all Obligations (including Hedge Obligations subject, however, to the next sentence) and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each other Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, Borrower and each Guarantor, and any new lender to any Borrower Guarantor to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that evidence or perfect the Lender’s Liens in the Collateral.. US.55515997.06

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers Borrower shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ Borrower’s expense, release or terminate any filings or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment in full of all Obligations and completed performance by Borrowers Borrower with respect to their its other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, each any Guarantor, and any new lender to any Borrower to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers Borrower to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. (i) On the Termination Maturity Date, the Term Loan, all obligations of Lender to provide additional credit hereunder shall automatically be terminated accrued interest thereon and all of the other outstanding Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers Borrower shall immediately repay all of the Obligations in cash in full. No termination of the obligations of Lender the Lenders (other than cash payment in full of the Obligations (other than unasserted contingent indemnification obligations) and termination of any other obligation of the obligations of Lender Lenders to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lenderthe Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations (other than unasserted contingent indemnification obligations) have been paid in full in cash (and, in the case of an election made under Section 2.6(a) hereof with respect to payment of certain outstanding interest in accordance with the provisions thereof, payment of such interest from Stock issued by the Borrower) and Lender’s the Lenders’ obligations to provide additional credit hereunder shall have been terminated. Provided that the Agent has not received prior written notice that there are no suitsis a suit, actionsaction, proceedings proceeding or claims claim pending or threatened against any an Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender the Agent shall, at Borrowersthe Loan Parties’ request and expense, release or terminate any filings or other agreements that perfect the LenderAgent’s Liens in the Collateral, upon Lenderthe Agent’s receipt of each of the following, in form and content satisfactory to Lenderthe Agent and the Required Lenders: (i) cash payment in full of all Obligations and completed performance by Borrowers with respect to their (other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usagethan unasserted contingent indemnification obligations), (ii) evidence that any obligation of Lender the Lenders to make Advances to any Borrower or provide any further credit to any Borrower has been terminatedterminated (it being understood that upon the making of the Term Loan on the Closing Date, the Lenders shall have no further obligation to make loans or otherwise extend credit to the Borrower and/or its Subsidiaries hereunder and/or under the Loan Documents), (iii) a general release of all claims against Lender the Secured Parties and its Affiliates their respective Affiliates, Agent-Related Parties, and Lender-Related Persons by Xxxxxxxx, each Borrower and each other Loan Party and all of the Borrower’s other Subsidiaries relating to Lender’s the Secured Parties’ performance and obligations under the Loan Documents and any other matters related to the Loan Documents, and (iv) an agreement by Xxxxxxxx and each BorrowerGuarantor to indemnify the Secured Parties and their respective Affiliates, each GuarantorAgent- Related Parties, and any new lender to any Borrower to indemnify Lender and its Affiliates Lender-Related Persons for any payments received by Lender the Secured Parties or its their Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With The Agent shall have no duty to investigate whether there is any suit, action, proceeding or claim pending or threatened against an Indemnified Person under this Agreement with respect to any outstanding Hedge Obligations which are not so paid in fullIndemnified Liabilities, the Bank Product Provider may require Borrowers and shall be fully protected and shall have no liability to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to any Indemnified Person or any other Person for releasing or terminating any filings or other agreements that perfect the LenderAgent’s Liens in the CollateralCollateral in accordance with this Section 2.10.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ expense, release or terminate any filings or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment in full of all Obligations and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, each Guarantor, and any new lender to any Borrower to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. On the Termination Date, all obligations of Lender the Lenders to provide Advances and any other additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers Borrower shall immediately repay all of the Obligations in fullfull in cash. No termination of the obligations of Lender the Lenders (other than cash payment in full of the Obligations and (other than unasserted contingent indemnification obligations)) or termination of the obligations Commitments and/or any other obligation of Lender the Lenders to provide additional credit hereunder) hereunder shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lenderthe Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations (other than unasserted contingent indemnification obligations) have been paid in full in cash and Lender’s the Lenders’ obligations to provide additional credit hereunder shall have been terminated. Provided Provided, that the Agent has not received prior written notice that there are no suitsis a suit, actionsaction, proceedings proceeding or claims claim pending or threatened against any an Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender the Agent shall, at Borrowersthe Loan Parties’ expense, release or terminate any filings or other agreements that perfect the LenderAgent’s Liens in the Collateral, upon Lenderthe Agent’s receipt of each of the following, in form and content satisfactory to Lenderthe Agent and the Required Lenders: (i) cash payment in full of all Obligations and completed performance by Borrowers with respect to their (other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usagethan unasserted contingent indemnification obligations), (ii) evidence that any obligation of Lender the Lenders to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender the Secured Parties and its Affiliates their respective Affiliates, Agent-Related Parties, and Lender-Related Parties by each Borrower and each Loan Party relating to Lender’s the Secured Parties’ performance and obligations under the Loan Documents, and (iv) an agreement by Borrower and each BorrowerGuarantor to indemnify the Secured Parties and their respective Affiliates, each GuarantorAgent-Related Parties, and any new lender to any Borrower to indemnify Lender and its Affiliates Lender-Related Parties for any payments received by Lender the Secured Parties or its their Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With The Agent shall have no duty to investigate whether there is any suit, action, proceeding or claim pending or threatened against an Indemnified Person under this Agreement with respect to any outstanding Hedge Obligations which are not so paid in fullIndemnified Liabilities, the Bank Product Provider may require Borrowers and shall be fully protected and shall have no liability to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to any Indemnified Person or any other Person for releasing or terminating any filings or other agreements that perfect the LenderAgent’s Liens in the CollateralCollateral in accordance with this Section 2.10.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations (other than inchoate indemnification obligations for which no claim has been asserted) have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ expense, release or terminate any filings or other agreements that perfect the Lender’s Liens in the CollateralSecurity Interest, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (ia) cash payment in full of all Obligations (other than inchoate indemnification obligations for which no claim has been asserted) and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (iib) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iiic) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (ivd) an agreement by each Borrower, each Guarantor, and any new lender to any Borrower Borrowers to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the CollateralSecurity Interest.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ expense, release or terminate (or authorize Borrowers to terminate) any filings or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content reasonably satisfactory to Lender: (i) cash payment in full of all Obligations (including Hedge Obligations, subject, however, to the next sentence) and completed performance by Borrowers with respect to their other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence (which may be a writing signed by Borrowers in favor of Lender) that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each other Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by each Borrower, each Guarantor, and any new lender to any Borrower to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.

Effect of Maturity. On the Termination Date, all obligations of Lender to provide additional credit hereunder shall automatically be terminated and all of the Obligations (other than any Hedge Obligations which shall be terminated in accordance with the applicable Hedge Agreement) shall immediately become due and payable without notice or demand and Borrowers Borrower shall immediately repay all of the Obligations in full. No termination of the obligations of Lender (other than cash payment in full of the Obligations and termination of the obligations of Lender to provide additional credit hereunder) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Lender’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full in cash and Lender’s obligations to provide additional credit hereunder shall have been terminated. Provided that there are no suits, actions, proceedings or claims pending or threatened against any Indemnified Person under this Agreement with respect to any Indemnified Liabilities, Lender shall, at Borrowers’ Borrower’s expense, release or terminate any filings or other agreements that perfect the Lender’s Liens in the Collateral, upon Lender’s receipt of each of the following, in form and content satisfactory to Lender: (i) cash payment in full of all Obligations (including any Hedge Obligations subject, however, to the next sentence) and completed performance by Borrowers Borrower with respect to their its other obligations under this Agreement (including Letter of Credit Collateralization with respect to all outstanding Letter of Credit Usage), (ii) evidence that any obligation of Lender to make Advances to any Borrower or provide any further credit to any Borrower has been terminated, (iii) a general release of all claims against Lender and its Affiliates by each Borrower and each Loan Party relating to Lender’s performance and obligations under the Loan Documents, and (iv) an agreement by Borrower and each Borrower, each Guarantor, and any new lender to any Borrower Guarantor to indemnify Lender and its Affiliates for any payments received by Lender or its Affiliates that are applied to the Obligations as a final payoff that may subsequently be returned or otherwise not paid for any reason. With respect to any outstanding Hedge Obligations which are not so paid in full, the Bank Product Provider may require Borrowers Borrower to cash collateralize the then existing Hedge Obligations in an amount acceptable to Lender prior to releasing or terminating any filings or other agreements that perfect the Lender’s Liens in the Collateral.