Common use of Effectiveness and Termination Clause in Contracts

Effectiveness and Termination. Subject to Agent’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier of the Maturity Date and the date on which the Revolving Loan Commitments are terminated pursuant to Section 2.5(b). All of the Obligations shall be immediately due and payable upon the earlier of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been indefeasibly paid in cash in full. The Liens granted to Agent, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s Lender's right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances Loans upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of all Obligations, unless terminated sooner as provided in this Section 11. 1. Borrower may terminate this Agreement at any time upon not less than ten (10) calendar days' prior written notice to Lender and upon full performance and indefeasible payment in full in cash of all Obligations on or prior to such 10th calendar day after Receipt by Lender of such written notice; provided, however, that, notwithstanding any other provision of any Loan Document, Borrower shall have no right to terminate the Revolving Loan, until after the first anniversary of the Maturity Date and the date on which the Revolving Loan Commitments are terminated pursuant to Section 2.5(b)Closing Date. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "TERMINATION DATE"); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan month following the occurrence and during expiration of the continuance of an Event of Default or ten (iii10) the Prepayment Date stated in the calendar days' prior written notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”)period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s 's rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier Maturity Date, unless terminated sooner as provided in Section 2.6. Upon the Maturity Date, any acceleration of the Maturity Date and Obligations by Agent or any such termination by Borrower, the date on which obligation of Agent and/or Lenders to make Advances under the Revolving Loan Commitments are terminated pursuant to Section 2.5(b)shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of (i) the Maturity Date, (ii) the completion of a Voluntary Termination Date or the date on upon which Agent accelerates declares all or any of the Loan following the occurrence and/or Notes, all interest thereon and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the notice of prepayment delivered by Borrower all other Obligations to be due and payable pursuant to Section 2.5(b)the terms of Article VIII, as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent shall continue in full force and effect until all of the Obligations and Other Indebtedness (including, without limitation, the Inventory Loan Obligations) (other than indemnity obligations of Borrower under the Loan Documents or documentation evidencing or securing the Other Indebtedness that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. (a) Subject to AgentLender’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making Advances and funding Term Loan Advances pursuant to Section 2.1 or upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier indefeasible payment in full in cash and full performance of all Obligations (other than indemnity obligations for which there has been no claim), unless terminated sooner as provided in this Section 14.1. Borrower may terminate this Agreement at any time upon not less than ten (10) calendar days’ prior written notice to Lender and upon the Maturity Date indefeasible payment in full in cash and the date full performance of all Obligations (other than indemnity obligations for which there has been no claim) on which the Revolving Loan Commitments are terminated pursuant or prior to Section 2.5(b)such 10th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon the earlier of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the notice of prepayment delivered any termination by Borrower pursuant to this Section 2.5(b), as applicable (14.1 on the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim there has been madeno claim) have been indefeasibly paid in full in cash in fulland fully performed. The Liens granted to Agent, Lender under the Security Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim there has been madeno claim) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the Maturity Date, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement and/or the Commitment prior to November 1, 2017. Any such early termination by Borrower on or after November 1, 2017, shall be effective upon not less than thirty (30) calendar days prior written notice to Agent and upon full performance and payment in full in cash of all Obligations (including any Early Termination Fee) on or prior to such 30th calendar day after Receipt by Agent of such written notice. Upon the earlier to occur of the Maturity Date and the date on which expiration of the Revolving Loan Commitments are terminated pursuant Period, the Maturity Date, or the Receipt by Agent of such written notice from Borrower electing to terminate this Agreement in accordance with this Section 2.5(b)11.1, the obligation of Lenders to make Advances shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of (i) any such termination on the Maturity Date, (ii) Date or the termination date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the notice of prepayment termination delivered by Borrower to Agent pursuant to this Section 2.5(b)11.1, as applicable (the “Termination Date”)applicable. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Agent and/or under the Security Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Agent shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cashcash and the Commitments and this Agreement have been terminated.

Effectiveness and Termination. Subject to Administrative Agent’s right to accelerate the Loan Notes and terminate the Revolving Loan Commitments and cease making and funding Advances Note Fundings upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier of the Final Maturity Date and the date on which the Revolving Loan Commitments are Date, unless terminated pursuant to Section 2.5(b)sooner as provided in Sections 2.5 or 2.6. All of the Obligations shall be immediately due and payable upon the earlier of (i) the Final Maturity Date, (ii) the date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in or the notice date upon which Agent declares all or any of prepayment delivered by Borrower the Notes and/or Note, all interest thereon and all other Obligations to be due and payable pursuant to Section 2.5(b)the terms of Article VIII, as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Transaction Document, no termination of this Agreement shall affect Agent’s, Collateral Agent’s or any LenderNote Purchaser’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Transaction Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Transaction Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Collateral Agent, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Administrative Agent and Collateral Agent shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Transaction Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Administrative Agent’s right to accelerate the Loan Notes and terminate the Revolving Loan Commitments and cease making and funding Advances Note Fundings upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier of the Final Maturity Date and the date on which the Revolving Loan Commitments are Date, unless terminated pursuant to Section 2.5(b)sooner as provided in Sections 2.5 or 2.6. All of the Obligations shall be immediately due and payable upon the earlier of (i) the Final Maturity Date, (ii) the date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in or the notice date upon which Agent declares all or any of prepayment delivered by Borrower the Notes and/or Note, all interest thereon and all other Obligations to be due and payable pursuant to Section 2.5(b)the terms of Article VIII, as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Transaction Document, no termination of this Agreement shall affect Agent’s, Collateral Trustee’s or any LenderNote Purchaser’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Transaction Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Transaction Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to AgentCollateral Trustee, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Administrative Agent and Collateral Trustee shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Transaction Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agenteach Lender’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of DefaultLoans as set forth in this Agreement, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may terminate the Revolving Facility or this Agreement at any time prior to the last day of the Maturity Date Term, subject to Section 3.3, upon not less than thirty (30) calendar days’ prior notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations under the date on which Loan Documents. Upon any termination of the Revolving Loan Commitments are terminated pursuant Facility or this Agreement by Borrower, the obligation of Lenders to Section 2.5(b)make Advances under the Revolving Facility shall terminate. All of the Obligations shall be immediately due and payable upon any such termination on the earlier of (i) the Maturity Date, (ii) the termination date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the any notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable termination (the “Termination Date”); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of the month following the expiration of the thirty (30) calendar days’ prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of notice to terminate this Agreement shall affect Agentany Lender’s or any LenderAgent’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully and indefeasibly paid in cash in full. The Liens granted to Agent, for the benefit of itself and Lenders, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent and Lenders shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to AgentLender’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances Loans upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may terminate this Agreement at any time upon not less than thirty (30) calendar days’ prior written notice to Lender and upon full performance and indefeasible payment in full in cash of all Obligations on or prior to such 30th calendar day after Receipt by Lender of such written notice; provided, however, that, notwithstanding any other provision of any Loan Document, Borrower shall have no right to terminate this Agreement until after the first anniversary of the Maturity Date and the date on which the Revolving Loan Commitments are terminated pursuant to Section 2.5(b)Closing Date. All of the Obligations shall be immediately due and payable upon any such termination on the earlier of (i) the Maturity Date, (ii) the termination date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the any notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable termination (the “Termination Date”); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of the month following the expiration of the thirty (30) calendar days’ prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. (a) Subject to Agent’s Lender's right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances Loans upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of the Maturity Date all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may terminate this Agreement at any time upon not less than thirty (30) calendar days' prior written notice to Lender and the date upon full performance and indefeasible payment in full in cash of all Obligations on which the Revolving Loan Commitments are terminated pursuant or prior to Section 2.5(b)such 30th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "Termination Date"); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan month following the occurrence and during expiration of the continuance of an Event of Default or thirty (iii30) the Prepayment Date stated in the calendar days' prior written notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”)period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s 's rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash. (b) If (i) Borrower terminates the Revolving Facility under Section 11.1(a) above, (ii) Lender demands or Borrower is otherwise required to make payment in full of the Revolving Facility and/or Obligations relating to the Revolving Facility upon the occurrence of an Event of Default, (iii) a Change of Control or payment pursuant to Section 2.11 occurs, (iv) any other voluntary or involuntary prepayment of the Revolving Facility and/or Obligations relating to the Revolving Facility by Borrower or any other Person occurs (other than reductions to zero of the outstanding balance of the Revolving Facility resulting from the ordinary course operation of the provisions of Section 2.5), whether by virtue of Lender's exercising its right of set-off or otherwise, (v) Lender accelerates the Revolving Facility or makes any demand on the Revolving Facility, or (vi) any payment or reduction of the outstanding balance of the Revolving Facility is made during a bankruptcy, reorganization or other proceeding or is made pursuant to any plan of reorganization or liquidation or any Debtor Relief Law, (each, a "Revolver Termination"), then, at the effective date of any such Revolver Termination, Borrower shall pay Lender (in addition to the then outstanding principal, accrued interest and other Obligations relating to the Revolving Facility pursuant to the terms of this Agreement and any other Loan Document), as yield maintenance for the loss of bargain and not as a penalty, an amount equal to the greater of (1) the applicable Minimum Termination Fee, and (2) the Yield Maintenance Amount.

Effectiveness and Termination. Subject to Agent’s Lender's right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances Loans upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of the Maturity Date all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may terminate this Agreement at any time upon not less than thirty (30) calendar days' prior written notice to Lender and the date upon full performance and indefeasible payment in full in cash of all Obligations on which the Revolving Loan Commitments are terminated pursuant or prior to Section 2.5(b)such 30th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "Termination Date"); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan month following the occurrence and during expiration of the continuance of an Event of Default or thirty (iii30) the Prepayment Date stated in the calendar days' prior written notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”)period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s 's rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to AgentLender’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of the Maturity Date all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may terminate this Agreement at any time upon not less than thirty (30) calendar days’ prior written notice to Lender and the date upon full performance and indefeasible payment in full in cash of all Obligations on which the Revolving Loan Commitments are terminated pursuant or prior to Section 2.5(b)such 30th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination on the earlier of (i) the Maturity Date, (ii) the termination date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the any notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable termination (the “Termination Date”); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of the month following the expiration of the thirty (30) calendar days’ prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s each Lender's right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances Loans upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of the Maturity Date all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may terminate this Agreement at any time upon not less than 30 calendar days prior written notice to Agent and the date upon full performance and indefeasible payment in full in cash of all Obligations on which the Revolving Loan Commitments are terminated pursuant or prior to Section 2.5(b)such 30th calendar day after Receipt by Agent of such written notice. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "TERMINATION DATE"); provided, that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan month following the occurrence and during expiration of the continuance of an Event of Default or (iii) the Prepayment Date stated in the 30 calendar days prior written notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”)period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s 's rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, for the benefit of itself and Lenders, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent and Lenders shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash. Notwithstanding anything contained in this Agreement, Borrower may not voluntarily terminate the Revolving Facility during the first six months of the Revolving Facility Term.

Effectiveness and Termination. (a) Subject to Agent’s Lender's right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances Loans upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of the Maturity Date all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may terminate this Agreement at any time upon not less than thirty (30) calendar days' prior written notice to Lender and the date upon full performance and indefeasible payment in full in cash of all Obligations on which the Revolving Loan Commitments are terminated pursuant or prior to Section 2.5(b)such 30th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "Termination Date"); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan month following the occurrence and during expiration of the continuance of an Event of Default or thirty (iii30) the Prepayment Date stated in the calendar days' prior written notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”)period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s 's rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash. (b) If (i) Borrower terminates the Revolving Facility under Section 11.1(a) above, (ii) Lender demands or Borrower is otherwise required to make payment in full of the Revolving Facility and/or Obligations relating to the Revolving Facility upon the occurrence of an Event of Default, (iii) a Change of Control or payment pursuant to Section 2.11 occurs, (iv) any other voluntary or involuntary prepayment of the Revolving Facility and/or Obligations relating to the Revolving Facility by Borrower or any other Person occurs (other than reductions to zero of the outstanding balance of the Revolving Facility resulting from the ordinary course operation of the provisions of Section 2.5), whether by virtue of Lender's exercising its right of set-off or otherwise, (v) Lender accelerates the Revolving Note or makes any demand on the Revolving Note, or (vi) any payment or reduction of the outstanding balance of the Revolving Note and/or the Revolving Facility is made during a bankruptcy, reorganization or other proceeding or is made pursuant to any plan of reorganization or liquidation or any Debtor Relief Law, (each, a "Revolver Termination"), then, at the effective date of any such Revolver Termination, Borrower shall pay Lender (in addition to the then outstanding principal, accrued interest and other Obligations relating to the Revolving Facility pursuant to the terms of this Agreement and any other Loan Document), as yield maintenance for the loss of bargain and not as a penalty, an amount equal to the greater of (1) the applicable Minimum Termination Fee, and (2) the Yield Maintenance Amount.

Effectiveness and Termination. Subject to AgentLender’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier of the Final Maturity Date and the date on which the Revolving Loan Commitments are Date, unless terminated pursuant to sooner by Borrowers as provided in Section 2.5(b)2.5. All of the Obligations shall be immediately due and payable upon the earlier of (ia) the Final Maturity Date, (iib) the date on which Agent Lender accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iiic) the Prepayment Date termination date stated in the notice of prepayment termination delivered by Borrower Borrowers pursuant to Section 2.5(b2.5 in connection with a prepayment of all of the Obligations (other than indemnity obligations of Borrowers under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending), as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower Borrowers under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Except for the release of Liens for any Collateral as provided hereunder, the Liens granted to Agent, Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower Borrowers under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s Lender's right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances Loans upon the occurrence and during the continuation of or after any Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of the Maturity Date all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may terminate this Agreement at any time upon not less than sixty (60) calendar days' prior written notice to Lender and the date upon full performance and indefeasible payment in full in cash of all Obligations on which the Revolving Loan Commitments are terminated pursuant or prior to Section 2.5(b)such 90th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "TERMINATION DATE"); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan month following the occurrence and during expiration of the continuance of an Event of Default or thirty (iii30) the Prepayment Date stated in the calendar days' prior written notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”)period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s 's rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s right to accelerate the Loan and terminate the Revolving Loan Commitments Availability and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier of the Maturity Date and the date on which the Revolving Loan Commitments are Date, unless terminated pursuant to Section 2.5(b)sooner as provided in Sections 2.5 or 2.6. All of the Obligations shall be immediately due and payable upon the earlier of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated (only in the notice case of a prepayment delivered by Borrower in full of the Loans) or the date upon which Agent declares all or any of the Loan and/or Note, all interest thereon and all other Obligations to be due and payable pursuant to Section 2.5(b)the terms of Article VIII, as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lenderother Secured Party’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been indefeasibly fully performed and paid in cash in full. The Liens granted to Agent, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to AgentLender’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation continuance of any an Event of Default, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of the Maturity Date all Obligations (other than indemnity obligations with respect to which no claim has been made), unless terminated sooner as provided in this Section 11.1. Borrower may terminate this Agreement at any time upon not less than thirty (30) calendar days’ prior written notice to Lender and the date on upon full performance and indefeasible payment in full in cash of all Obligations (other than indemnity obligations with respect to which the Revolving Loan Commitments are terminated pursuant to Section 2.5(bno claim has been made). All of the Obligations (other than indemnity obligations with respect to which no claim has been made) shall be immediately due and payable upon any such termination on the earlier of (i) the Maturity Date, (ii) the termination date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the any notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable termination (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Lender under the Security Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Agent Lender shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to the Administrative Agent’s right to accelerate the Loan Term Loans and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier of the Maturity Date and the date on which the Revolving Loan Commitments are Date, unless terminated pursuant to Section 2.5(b)sooner as provided in Article II. All of the Obligations shall be immediately due and payable upon the earlier of (i) the Maturity Date, (ii) Date or the date on upon which the Administrative Agent accelerates (acting at the Loan following direction of the occurrence Requisite Lenders) declares all or any of the Obligations to be due and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the notice of prepayment delivered by Borrower payable pursuant to Section 2.5(b), as applicable (the “Termination Date”)terms of Article VIII. Notwithstanding any other provision of any Loan Transaction Document, no termination of this Agreement shall affect the Administrative Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Transaction Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Transaction Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been indefeasibly fully performed and paid in cash full in fullcash. The Liens granted to Agent, the Administrative Agent hereunder and under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of the Administrative Agent shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Transaction Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash, the Commitments shall have terminated and this Agreement has been terminated in writing.

Effectiveness and Termination. Subject to Agent’s right to accelerate the Loan and terminate the Revolving Loan Commitments Amount and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier of the Maturity Date and the date on which the Revolving Loan Commitments are Date, unless terminated pursuant to Section 2.5(b)sooner as provided in Sections 2.5 or 2.6. All of the Obligations shall be immediately due and payable upon the earlier of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated (only in the notice case of a prepayment delivered by Borrower in full of the Loans) or the date upon which Agent declares all or any of the Loan and/or Note, all interest thereon and all other Obligations to be due and payable pursuant to Section 2.5(b)the terms of Article VIII, as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lenderother Secured Party’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier of the Maturity Date and the date on which the Revolving Loan Commitments are Date, unless terminated pursuant to sooner as provided in Section 2.5(b). All of the Obligations shall be immediately due and payable upon the earlier earliest of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of DefaultLoan, this Agreement shall continue in full force and effect until the earlier of the Maturity Date and the date on which the Revolving Loan Commitments are Date, unless terminated pursuant to sooner as provided in this Section 2.5(b)11.1. All of the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) shall be immediately due and payable upon the earlier of (i) on the Maturity Date, (ii) the date on which Agent accelerates the Loan following the occurrence and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, Agent hereunder and under the Security other Loan Documents and the financing statements filed pursuant thereto and the rights and powers of the Lenders and Agent shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. (a) Borrower may terminate the Term Loan in whole or in part at any time, subject to Section 3.5(b), upon full performance and indefeasible payment in full in cash of all Obligations relating to the Term Loan under the Loan Documents. (b) Subject to Agent’s each Lender's right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of DefaultLoans as set forth in this Agreement, this Agreement shall continue in full force and effect until the earlier full performance and indefeasible payment in cash of all Obligations, unless terminated sooner as provided in this Section 11.1(b). Borrower may terminate the Revolving Facility or this Agreement at any time, subject to Section 3.5(a), upon not less than thirty (30) calendar days' prior notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations under the Loan Documents. Upon any termination of the Maturity Date and Revolving Facility or this Agreement by Borrower, the date on which obligation of Lenders to make Advances under the Revolving Loan Commitments are terminated pursuant to Section 2.5(b)Facility shall terminate. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "TERMINATION DATE"); provided that, notwithstanding any other provision of any Loan Document, the Termination Date shall be effective no earlier than the first Business Day of (i) the Maturity Date, (ii) the date on which Agent accelerates the Loan month following the occurrence and during expiration of the continuance of an Event of Default or thirty (iii30) the Prepayment Date stated in the calendar days' prior written notice of prepayment delivered by Borrower pursuant to Section 2.5(b), as applicable (the “Termination Date”)period. Notwithstanding any other provision of any Loan Document, no termination of notice to terminate this Agreement shall affect Agent’s or any Lender’s 's or Agent's rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully and indefeasibly paid in cash in full. The Liens granted to Agent, for the benefit of itself and Lenders, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent and Lenders shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to which no claim has been made) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agent’s right to accelerate the Loan and terminate the Revolving Loan Commitments and cease making and funding Advances upon the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the earlier Maturity Date, unless terminated sooner as provided in Section 2.6. Upon the Maturity Date, any acceleration of the Maturity Date and Obligations by Agent or any such termination by Borrower, the date on which obligation of Agent and/or Lenders to make Advances under the Revolving Loan Commitments are terminated pursuant to Section 2.5(b)shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of (i) the Maturity Date, (ii) the completion of a Voluntary Termination Date or the date on upon which Agent accelerates declares all or any of the Loan following the occurrence and/or Notes, all interest thereon and during the continuance of an Event of Default or (iii) the Prepayment Date stated in the notice of prepayment delivered by Borrower all other Obligations to be due and payable pursuant to Section 2.5(b)the terms of Article VIII, as applicable (the “Termination Date”). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s rights or any of the Obligations under the Loan Documents existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations under the Loan Documents (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The Liens granted to Agent, under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Agent shall continue in full force and effect until all of the Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or with respect to for which no claim has been madeany events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in full in cash.