Common use of Effectiveness and Termination Clause in Contracts

Effectiveness and Termination. Subject to Agent's and Lenders' rights to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty (20) calendar days' prior written notice to Agent 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 Agent of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable (the "TERMINATION DATE"); provided, that, notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty (20) calendar days' prior written notice period. Notwithstanding the foregoing, any termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to Agent and to the extent Borrower wishes to terminate this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1

Effectiveness and Termination. Subject to Agent's and Lenders' rights ’s right to accelerate the Loans Loan and terminate and cease making and funding Loans Advances upon or after the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all ObligationsDate, 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 the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1after November 1, Borrower may terminate this Agreement at any time 2017, shall be effective upon not less than twenty thirty (2030) calendar days' days prior written notice to Agent and upon full performance and indefeasible 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 expiration of the Revolving Period, the Maturity Date and any Date, or the Receipt by Agent of such termination by Borrowerwritten notice from Borrower electing to terminate this Agreement in accordance with this Section 11.1, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of any such termination on the Maturity Date and any such termination prior to the Maturity Date on or the termination date stated in any the notice of terminationtermination delivered to Agent pursuant to this Section 11.1, as applicable (the "TERMINATION DATE"); provided, that, notwithstanding applicable. Notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower no termination of this Agreement shall be effective no earlier than the first Business Day affect Agent’s or any Lender’s rights or any of the month following the expiration Obligations existing as of the twenty (20) calendar days' prior written notice periodeffective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in cash in full. Notwithstanding the foregoing, any termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower The Liens granted to Agent and/or under the 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 extent Borrower wishes to terminate Obligations have been fully performed and indefeasibly paid in full in cash and the Commitments and this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1have been terminated.

Effectiveness and Termination. Subject to AgentLender's and Lenders' rights right to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty ten (2010) calendar days' prior written notice to Agent Lender and upon full performance and indefeasible payment in full in cash of all Obligations on or prior to such 30th 10th calendar day after Receipt by Agent Lender of such written notice. Upon ; provided, however, that, notwithstanding any other provision of any Loan Document, Borrower shall have no right to terminate the earlier Revolving Loan, until after the first anniversary of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminateClosing Date. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATE"); provided, provided that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty ten (2010) calendar days' prior written notice period. Notwithstanding the foregoingany other provision of any Loan Document, any no termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to Agent and to the extent Borrower wishes to terminate of this Agreement after shall affect Lender's rights or any of the Obligations existing as of the effective date of such revocation they termination, and the provisions of the Loan Documents shall do so only continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in compliance with cash in full. The Liens granted to Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time periods to time be in a zero or credit position until all of the Obligations have been fully performed and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the indefeasibly paid in full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. (a) Subject to Agent's and Lenders' rights Lender’s right to accelerate the Loans and terminate and cease making Advances and funding Loans Term Loan Advances pursuant to Section 2.1 or upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash and full performance of all ObligationsObligations (other than indemnity obligations for which there has been no claim), unless terminated sooner as provided in this Section 11.114.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty ten (2010) calendar days' ’ prior written notice to Agent Lender and upon full performance and the indefeasible payment in full in cash and full performance of all Obligations (other than indemnity obligations for which there has been no claim) on or prior to such 30th 10th calendar day after Receipt by Agent Lender of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior by Borrower pursuant to the Maturity Date this Section 14.1 on the termination date stated in any notice of termination, as applicable (the "TERMINATION DATE"); provided, that, notwithstanding Termination Date. Notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower no termination of this Agreement shall be effective no earlier than the first Business Day affect Lender’s rights or any of the month following the expiration Obligations existing as of the twenty effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (20other than indemnity obligations for which there has been no claim) calendar days' prior written notice periodhave been indefeasibly paid in full in cash and fully performed. Notwithstanding The Liens granted to Lender under the foregoing, any termination notice by Borrower Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to this Section 11.1 shall time be revocable; provided, that any revocation shall be by written notice by Borrower to Agent in a zero or credit position until all of the Obligations (other than indemnity obligations for which there has been no claim) have been fully performed and to the extent Borrower wishes to terminate this Agreement after any such revocation they shall do so only indefeasibly paid in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to Agenteach Lender's and Lenders' rights right to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section SECTION 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty thirty (2030) calendar days' prior written notice to Agent 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 Agent of such written notice. Upon the earlier ; PROVIDED, HOWEVER, that, notwithstanding any other provision of the Maturity Date and any such termination by BorrowerLoan Document, the obligation of Lenders Borrower shall have no right to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminateterminate this Agreement until after July 10, 2003, except upon a Company Sale. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATEDate"); providedPROVIDED, that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty thirty (2030) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect any Lender's or Agent's rights or any of the foregoingObligations existing as of the effective date of such termination, any termination notice by Borrower and the provisions of the Loan Documents shall continue to be fully operative until the Obligations 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 to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to 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 extent Borrower wishes to terminate this Agreement after any such revocation they shall do so only Obligations have been fully performed and indefeasibly paid in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to AgentLender's and Lenders' rights right to accelerate the Loans and terminate and cease making and funding Loans Advances upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty thirty (2030) calendar days' prior written notice to Agent Lender and upon full performance and indefeasible payment in full in cash of all Obligations (other than any contingent reimbursement and indemnification Obligations that are not due and payable at or prior to the time that borrowings hereunder have been paid in full which Obligations survive termination pursuant to Section 11.2) on or prior to such 30th calendar day after Receipt by Agent Lender of such written notice. Upon the earlier ; provided however, that upon approval by Parent's stockholders of consummation of the Maturity Date IM Transaction, Borrower shall be permitted to terminate this Agreement upon not less than fifteen (15) calendar days' prior written notice to Lender and any Lender hereby acknowledges and consents to such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminatesale. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATETermination Date"); provided, provided that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty thirty (2030) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lender's rights or any of the foregoingObligations 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 (other than any contingent reimbursement and indemnification Obligations that are not due and payable at or prior to the time that borrowings hereunder have been paid in full which Obligations survive termination notice by Borrower pursuant to this Section 11.1 11.2) have been fully performed and paid in cash in full. The Liens granted to Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect notwithstanding the fact that Borrower's borrowings hereunder may from time to time be revocable; provided, in a zero or credit position until all of the Obligations (other than any contingent reimbursement and indemnification Obligations that any revocation shall be by written notice by Borrower to Agent are not due and payable at or prior to the extent Borrower wishes time that borrowings hereunder have been paid in full which Obligations survive termination pursuant to terminate this Agreement after any such revocation they shall do so only Section 11.2) have been fully performed and paid in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to Agent's and Lenders' rights Lender’s right to accelerate the Loans Loan upon the occurrence and terminate and cease making and funding Loans upon or after during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the later of the Final Maturity Date and the full performance and indefeasible payment in full in cash of all ObligationsDate, unless terminated sooner by Borrowers as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty (20) calendar days' prior written notice to Agent 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 Agent of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate2.5. All of the Obligations shall be immediately due and payable upon the earlier of (a) the Final Maturity Date Date, (b) the date on which Lender accelerates the Loan following the occurrence and any such termination prior to during the Maturity Date on continuance of an Event of Default or (c) the termination date stated in any the notice of terminationtermination delivered by Borrowers pursuant to Section 2.5 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"“Termination Date”); provided, that, notwithstanding . Notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower no termination of this Agreement shall be effective no earlier than the first Business Day affect Lender’s rights or any of the month following the expiration Obligations existing as of the twenty effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (20other 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) calendar days' prior written notice periodhave been fully performed and indefeasibly paid in cash in full. Notwithstanding Except for the foregoingrelease of Liens for any Collateral as provided hereunder, the Liens granted to Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect until 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 termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, events or claims that any revocation shall be by written notice by Borrower to Agent would give rise thereto are not then pending) have been fully performed and to the extent Borrower wishes to terminate this Agreement after any such revocation they shall do so only indefeasibly paid in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to Agent's and Lenders' rights ’s right to accelerate the Loans Loan and terminate and cease making and funding Loans Advances upon or after the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all ObligationsDate, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate (i) this Agreement or (ii) terminate the Revolving Facility Commitments in whole or in part without terminating the this entire Agreement and indefeasibly repaying all Obligations in cashCommitments. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may not terminate this Agreement at any time and/or the Commitment prior to October 30, 2015. Any such early termination by Borrower on or after October 30, 2015 shall be effective upon not less than twenty sixty (2060) calendar days' days prior written notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations (including any Voluntary Termination Fee) on or prior to such 30th 60th calendar day after Receipt by Agent of such written notice. Upon the earlier to occur of the expiration of the Revolving Period, the Maturity Date and any Date, or the Receipt by Agent of such termination by Borrowerwritten notice from Borrower electing to terminate this Agreement in accordance with this Section 11.1, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of any such termination on the Maturity Date and any such termination prior to the Maturity Date on or the termination date stated in any the notice of terminationtermination delivered to Agent pursuant to this Section 11.1, as applicable (the "TERMINATION DATE"“Voluntary Termination Date”); provided, that, notwithstanding . Notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower no termination of this Agreement shall be effective no earlier than the first Business Day affect Agent’s or any Lender’s rights or any of the month following the expiration Obligations existing as of the twenty (20) calendar days' prior written notice periodeffective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in cash in full. Notwithstanding the foregoing, any termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower The Liens granted to Agent and/or under the 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 extent Borrower wishes to terminate Obligations have been fully performed and indefeasibly paid in full in cash and the Commitments and this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1have been terminated.

Effectiveness and Termination. Subject to Agent's ’s and Lenders' Lenders rights to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of DefaultAdvances in accordance with this Agreement, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all ObligationsObligations (other than any 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, to the knowledge of any Credit Party, then pending), unless terminated sooner as provided in this Section 11.1. Borrower Borrowers may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cashLoans. Subject to Section 3.4 and the rest of this Section 11.1, Borrower Borrowers may not terminate this Agreement at any time upon on not less than twenty ten (2010) calendar days' ’ prior written notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations on (other than any indemnity obligations under the Loan Documents that are not then due and payable or prior for which any events or claims that would give rise thereto are not, to such 30th calendar day after Receipt by Agent the knowledge of such written noticeany Credit Party, then pending). Upon the earlier of the Maturity Date and or any such termination by BorrowerBorrowers, the obligation obligations of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on or the termination date stated in any notice of termination, as applicable (the "TERMINATION DATE"); provided, that, notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty (20) calendar days' prior written notice periodapplicable. Notwithstanding the foregoing, any termination notice by Borrower Borrowers pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower Borrowers to Agent and to the extent Borrower wishes Borrowers wish to terminate this Agreement after any such revocation they Borrowers shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1). Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect any Lender’s or Agent’s rights or any of the Obligations 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 (other than any 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, to the knowledge of any Credit Party, then pending) have been fully performed and indefeasibly paid in cash in full and this Agreement has terminated. 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 Borrowers’ borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations (other than any 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, to the knowledge of any Credit Party, then pending) have been fully performed and indefeasibly paid in full in cash.

Effectiveness and Termination. Subject to Agenteach Lender's and Lenders' rights to accelerate the Loans and terminate and cease making and funding Loans upon or after the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty thirty (2030) calendar days' prior written notice to Agent 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 Agent of such written notice. Upon the earlier any termination by Borrower of the Maturity Date and any such termination by BorrowerCommitment to make Revolving Loans, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATE"); provided, that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty thirty (2030) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect any Lender's or Agent's rights or any of the foregoingObligations existing as of the effective date of such termination, any termination notice by Borrower and the provisions of the Loan Documents shall continue to be fully operative until the Obligations 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 to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to 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 extent Borrower wishes to terminate this Agreement after any such revocation they shall do so only Obligations have been fully performed and indefeasibly paid in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to Agent's and Lenders' Lenders rights to accelerate the Loans and terminate and cease making and funding Loans Advances upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all ObligationsDate, unless terminated sooner as provided in this Section 11.1. Borrower Borrowers may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cashLoans. Subject to Section 3.4 and the rest of this Section 11.1, Borrower Borrowers may terminate this Agreement at any time upon not less than twenty thirty (2030) calendar days' prior written notice to Agent 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 Agent of such written notice. Upon the earlier of the Maturity Date and or any such termination by BorrowerBorrowers, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and or any such termination prior to on the Maturity Date on or the termination date stated in any notice of termination, as applicable (the "TERMINATION DATETermination Date"); provided, that, notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower Borrowers shall be effective no earlier than the first Business Day of the month following the expiration of the twenty thirty (2030) calendar days' prior written notice period. Notwithstanding the foregoing, any termination notice by Borrower Borrowers pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower Borrowers to Agent and to the extent Borrower wishes Borrowers wish to terminate this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1

Effectiveness and Termination. Subject to Agenteach Lender's and Lenders' rights right to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty (20) 30 calendar days' days prior written notice to Agent 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 Agent of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATE"); provided, that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty (20) 30 calendar days' days prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect any Lender's rights or any of the foregoingObligations existing as of the effective date of such termination, any termination notice by Borrower and the provisions of the Loan Documents shall continue to be fully operative until the Obligations 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 to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to 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 extent Obligations have been fully performed and indefeasibly paid in full in cash. Notwithstanding anything contained in this Agreement, Borrower wishes to may not voluntarily terminate this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements Revolving Facility during the first six months of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1Revolving Facility Term.

Effectiveness and Termination. Subject to Agent's and Lenders' rights to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Default, this This Agreement shall continue be effective upon the execution hereof and will remain in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1hereinafter provided. Borrower This Agreement may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time be terminated by any party hereto upon not less than twenty (20) calendar days' prior 60 days written notice to Agent 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 Agent of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable (the "TERMINATION DATE"); provided, that, notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty (20) calendar days' prior written notice periodparties. Notwithstanding the foregoing, any termination this entire Agreement will immediately terminate, including during its term, upon written notice being given by Borrower pursuant Insurance Company to this Section 11.1 shall be revocablePrincipal Underwriter in the event of: (i) Principal Underwriter’s willful misconduct, gross negligence or bad faith in performing the services hereunder; provided, that any revocation Principal Underwriter shall have 60 days after receipt of written notice detailing such alleged willful misconduct, gross negligence or bad faith to cure such matter to Insurance Company’s reasonable satisfaction or to agree with Insurance Company to a plan to remediate such matter before Insurance Company shall be by written permitted to deliver a termination notice by Borrower to Agent Principal Underwriter, (ii) liquidation, conservatorship or receivership of Principal Underwriter or (iii) Insurance Company’s receipt of a definitive ruling from a state insurance regulatory authority that such termination is required to comply with insurance laws and regulations applicable to Insurance Company; provided, that Principal Underwriter shall have 60 days after receipt of such definitive ruling to (x) agree with Insurance Company to modify this Agreement or the provision of services hereunder to the least extent Borrower wishes necessary to enable Insurance Company to comply with such ruling or (y) contest or obtain a modification or reversal of such ruling, in either case before Insurance Company shall be permitted to deliver a termination notice to Principal Underwriter. In the event Insurance Company is placed into receivership or seized by the Delaware Commissioner of Insurance (the “Commissioner”) under Chapter 59 of the Delaware Insurance Code (“Chapter 59”), all parties hereto shall use reasonable efforts to comply with Chapter 59. Without limiting the foregoing, in the event Insurance Company is placed into receivership or seized by the Commissioner, (i) Principal Underwriter shall have no automatic right to terminate this Agreement, (ii) all rights of Insurance Company under this Agreement shall extend to the receiver or the Commissioner, (iii) all books and records of Insurance Company relating to the services hereunder shall be made available to the receiver or the Commissioner, and shall be turned over to the receiver or the Commissioner immediately upon the receiver’s or the Commissioner’s request and (iv) Principal Underwriter shall continue to maintain any systems, programs or other infrastructure relating to the services hereunder notwithstanding the seizure of Insurance Company by the Commissioner and shall make them available to the receiver or the Commissioner for so long as Principal Underwriter continues to receive timely payment for the services performed hereunder. Insurance Company shall have the right to terminate this Agreement after any such revocation they in the event Principal Underwriter is placed in receivership under Chapter 59. Principal Underwriter shall do so only have no right to terminate this Agreement in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice event Insurance Company is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1placed in receivership under Chapter 59.

Effectiveness and Termination. Subject to Agent's and Lenders' rights to accelerate the Loans and terminate and cease making and funding Loans upon or after Advances if any Event of DefaultDefault has occurred and is continuing, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower Borrowers may terminate this Agreement at any time upon not less than twenty fifteen (2015) calendar days' prior written notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations on or prior to such 30th 15th calendar day after Receipt by Agent of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of terminationprovided, as applicable (the "TERMINATION DATE"); providedhowever, that, notwithstanding any other provision of any Loan Document, (x) Borrowers shall have no right to terminate this Agreement until the second anniversary of the Closing Date (unless either (i) Borrowers shall pay to Agent, for the pro rata benefit of Lenders, an amount equal to the Unused Line Fee that would accrue during the period from such termination to such second anniversary or (ii) such termination occurs in connection with a Change of Control); and (y) Borrowers shall have no right to terminate this Agreement until the termination and indefeasible payment in full of all Obligations (other than Unmatured Surviving Obligations) hereunder and all obligations under the Mezzanine Loan Documentation and the Senior Mortgage Term Loan B. 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 voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty fifteen (2015) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect any Lender's or Agent's rights or any of the foregoingObligations existing as of the effective date of such termination, any termination notice by Borrower and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (other than Unmatured Surviving Obligations) 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 to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to thereto and the rights and powers of Agent and Lenders shall continue in full force and effect notwithstanding the fact that Borrowers' borrowings hereunder may from time to time be in a zero or credit position until all of the extent Borrower wishes to terminate this Agreement after any such revocation they shall do so only Obligations (other than Unmatured Surviving Obligations) have been fully performed and indefeasibly paid in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to Agent's and Lenders' rights to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty thirty (2030) calendar days' prior written notice to Agent 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 Agent of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable (the "TERMINATION DATETermination Date"); provided, that, notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower Borrowers shall be effective no earlier than the first Business Day of the month following the expiration of the twenty thirty (2030) calendar days' prior written notice period. Notwithstanding the foregoing, any termination notice by Borrower Borrowers pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower Borrowers to Agent and to the extent Borrower wishes Borrowers wish to terminate this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1

Effectiveness and Termination. Subject to Agent's and Lenders' rights Lender’s right to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty sixty (2060) calendar days' ’ prior written notice to Agent Lender and upon full performance and indefeasible payment in full in cash of all Obligations on or prior to such 30th 60th calendar day after Receipt by Agent Lender of such written notice. Upon ; provided, however, that, notwithstanding any other provision of any Loan Document, Borrower shall have no right to terminate this Agreement until after the earlier first anniversary of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminateClosing Date. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATE"“Termination Date”); provided, provided that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty sixty (2060) calendar days' ’ prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lender’s rights or any of the foregoingObligations existing as of the effective date of such termination, any termination notice by Borrower and the provisions of the Loan Documents shall continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in cash in full. The Liens granted to Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to this Section 11.1 time be in a zero or credit position until all of the Obligations have been fully performed and indefeasibly paid in full in cash. Nothing herein shall be revocable; provided, that any revocation shall be by written notice by Borrower impair or affect Borrower’s rights hereunder to Agent and repay the Term Loan prior to the extent Borrower wishes to terminate this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1Term Loan Maturity Date.

Effectiveness and Termination. Subject to Agent's and Lenders' rights to accelerate the Loans and terminate and cease making and funding Loans upon or after Advances if any Event of DefaultDefault has occurred and is continuing, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower 45 Borrowers may terminate this Agreement at any time upon not less than twenty fifteen (2015) calendar days' prior written notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations on or prior to such 30th 15th calendar day after Receipt by Agent of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of terminationprovided, as applicable (the "TERMINATION DATE"); providedhowever, that, notwithstanding any other provision of any Loan Document, (x) Borrowers shall have no right to terminate this Agreement until the second anniversary of the Closing Date (unless either (i) Borrowers shall pay to Agent, for the pro rata benefit of Lenders, an amount equal to the Unused Line Fee that would accrue during the period from such termination to such second anniversary or (ii) such termination occurs in connection with a Change of Control); and (y) Borrowers shall have no right to terminate this Agreement until the termination and indefeasible payment in full of all Obligations (other than Unmatured Surviving Obligations) hereunder and all obligations under the Mezzanine Loan Documentation and the Senior Mortgage Term Loan B. 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 voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty fifteen (2015) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect any Lender's or Agent's rights or any of the foregoingObligations existing as of the effective date of such termination, any termination notice by Borrower and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (other than Unmatured Surviving Obligations) 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 to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to thereto and the rights and powers of Agent and Lenders shall continue in full force and effect notwithstanding the fact that Borrowers' borrowings hereunder may from time to time be in a zero or credit position until all of the extent Borrower wishes to terminate this Agreement after any such revocation they shall do so only Obligations (other than Unmatured Surviving Obligations) have been fully performed and indefeasibly paid in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to Agent's and Lenders' rights Lender’s right to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty thirty (2030) calendar days' ’ prior written notice to Agent 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 Agent Lender of such written notice. Upon ; provided, however, that, notwithstanding any other provision of any Loan Document, Borrower shall have no right to terminate this Agreement until after the earlier first anniversary of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminateClosing Date. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATE"“Termination Date”); provided, provided that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty thirty (2030) calendar days' ’ prior written notice period. Notwithstanding the foregoingany other provision of any Loan Document, any no termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to Agent and to the extent Borrower wishes to terminate of this Agreement after shall affect Lender’s rights or any of the Obligations existing as of the effective date of such revocation they termination, and the provisions of the Loan Documents shall do so only continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in compliance with cash in full. The Liens granted to Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time periods to time be in a zero or credit position until all of the Obligations have been fully performed and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the indefeasibly paid in full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to Agenteach Lender's and Lenders' rights right to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of Defaultas set forth in this Agreement, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate or this Agreement at any time prior to the last day of the Term, subject to Section 3.5, upon not less than twenty thirty (2030) calendar days' prior written notice to Agent 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 Agent of such written noticeunder the Loan Documents. Upon the earlier any termination of the Maturity Date and any such termination Revolving Facility or this Agreement by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATE"); provided, provided that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty thirty (2030) calendar days' prior written notice period. Notwithstanding the foregoingany other provision of any Loan Document, any termination no notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to Agent and to the extent Borrower wishes to terminate this Agreement after shall affect any Lender's or Agent's rights or any of the Obligations existing as of the effective date of such revocation they termination, and the provisions of the Loan Documents shall do so only continue to be fully operative until the Obligations have been fully and indefeasibly paid in compliance with 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 periods and other requirements to time be in a zero or credit position until all of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the Obligations have been indefeasibly paid in full advance notice and effectiveness requirements of this Section 11.1in cash.

Effectiveness and Termination. Subject to Agent's and Lenders' rights ’s right to accelerate the Loans Loan and terminate and cease making and funding Loans Advances upon or after the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all ObligationsDate, 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 the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1after November 1, Borrower may terminate this Agreement at any time 2017, shall be effective upon not less than twenty thirty (2030) calendar days' days prior written notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations (including any VoluntaryEarly 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 expiration of the Revolving Period, the Maturity Date and any Date, or the Receipt by Agent of such termination by Borrowerwritten notice from Borrower electing to terminate this Agreement in accordance with this Section 11.1, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of any such termination on the Maturity Date and any such termination prior to the Maturity Date on or the termination date stated in any the notice of terminationtermination delivered to Agent pursuant to this Section 11.1, as applicable (the "TERMINATION DATE"“Voluntary Termination Date”); provided, that, notwithstanding . Notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower no termination of this Agreement shall be effective no earlier than the first Business Day affect Agent’s or any Lender’s rights or any of the month following the expiration Obligations existing as of the twenty (20) calendar days' prior written notice periodeffective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in cash in full. Notwithstanding the foregoing, any termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower The Liens granted to Agent and/or under the Loan Documents and the financing statements filed pursuant thereto and the rights and [Harvest] Loan and Security Agreement (Conformed) 104 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 extent Borrower wishes to terminate Obligations have been fully performed and indefeasibly paid in full in cash and the Commitments and this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1have been terminated.

Effectiveness and Termination. Subject to Agent's and Lenders' rights Lender’s right to accelerate the Loans and terminate and cease making and funding Loans Advances upon or after any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all Obligations, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1, Borrower may terminate this Agreement at any time upon not less than twenty thirty (2030) calendar days' ’ prior written notice to Agent Lender and upon full performance and indefeasible payment in full in cash of all Obligations (other than any contingent reimbursement and indemnification Obligations that are not due and payable at or prior to the time that borrowings hereunder have been paid in full which Obligations survive termination pursuant to Section 11.2) on or prior to such 30th calendar day after Receipt by Agent Lender of such written notice. Upon the earlier of the Maturity Date and any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations (other than any contingent reimbursement and indemnification Obligations that are not due and payable at or prior to the time that borrowings hereunder have been paid in full which Obligations survive termination pursuant to Section 11.2) shall be immediately due and payable upon the earlier of the Maturity Date and any such termination prior to the Maturity Date on the termination date stated in any notice of termination, as applicable termination (the "TERMINATION DATE"“Termination Date”); provided, provided that, notwithstanding any other provision of any Loan Document, a the Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty thirty (2030) calendar days' ’ prior written notice period. Notwithstanding Without limiting the foregoing, Borrower may terminate the Agreement immediately upon notice and without any early termination notice by or revolver termination fee under Section 3.4 or otherwise, if Lender at any time requires Borrower to pay any amounts to Lender pursuant to this clause (B) of Section 11.1 6.14. The Liens granted to Lender under the Security Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time be revocablein a zero or credit position until all of the Obligations (other than any contingent reimbursement and indemnification Obligations that are not due and payable at or prior to the time that borrowings hereunder have been paid in full which Obligations survive termination pursuant to Section 11.2) have been fully performed and paid in full in cash; provided, that any revocation Liens created hereunder shall be reinstated if at any time any amount received by written notice Lender in respect of the Obligations is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower to Agent and to or upon the extent appointment of any intervenor or conservator of, or trustee or similar official for, Borrower wishes to terminate this Agreement after or any substantial part of its assets, or otherwise, all as though such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1payments had not been made.

Effectiveness and Termination. Subject to Agent's and Lenders' rights ’s right to accelerate the Loans Loan and terminate and cease making and funding Loans Advances upon or after the occurrence and during the continuation of any Event of Default, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all ObligationsDate, unless terminated sooner as provided in this Section 11.1. Borrower may not terminate this Agreement and/or the Commitment prior to April 29, 2016November 1, 2017. Any such early termination by Borrower on or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Obligations in cash. Subject to Section 3.4 and the rest of this Section 11.1after April 29, Borrower may terminate this Agreement at any time 2016November 1, 2017, shall be effective upon not less than twenty thirty (2030) calendar days' days prior written notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations (including any Voluntary 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 expiration of the Revolving Period, the Maturity Date and any Date, or the Receipt by Agent of such termination by Borrowerwritten notice from Borrower electing to terminate this Agreement in accordance with this Section 11.1, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the Obligations shall be immediately due and payable upon the earlier of any such termination on the Maturity Date and any such termination prior to the Maturity Date on or the termination date stated in any the notice of terminationtermination delivered to Agent pursuant to this Section 11.1, as applicable (the "TERMINATION DATE"“Voluntary Termination Date”); provided, that, notwithstanding . Notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower no termination of this Agreement shall be effective no earlier than the first Business Day affect Agent’s or any Lender’s rights or any of the month following the expiration Obligations existing as of the twenty (20) calendar days' prior written notice periodeffective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in cash in full. Notwithstanding the foregoing, any termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower The Liens granted to Agent and/or under the 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 extent Borrower wishes to terminate Obligations have been fully performed and indefeasibly paid in full in cash and the Commitments and this Agreement after any such revocation they shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1have been terminated.

Effectiveness and Termination. Subject to Agent's and Lenders' Lenders rights to accelerate the Loans and terminate and cease making and funding Loans upon or after any Event of DefaultAdvances in accordance with this Agreement, this Agreement shall continue in full force and effect until the later of the Maturity Date and the full performance and indefeasible payment in full in cash of all ObligationsDate, unless terminated sooner as provided in this Section 11.1. Borrower The Credit Parties may not terminate this Agreement or the Revolving Facility without terminating the entire Agreement and indefeasibly repaying all Loans. Without limiting Borrower's rights to prepay the Obligations in cash. Subject to under Section 3.4 and the rest of this Section 11.12.11(c), Borrower may terminate this Agreement at any time upon not less than twenty thirty (2030) calendar days' prior written notice to Agent and upon full performance and indefeasible payment in full in cash of all Obligations (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) on or prior to such 30th calendar day after Receipt by Agent of such written notice. Upon the earlier of the Maturity Date and or any such termination by Borrower, the obligation of Lenders to make Advances under the Revolving Facility and all other obligations of the Lenders hereunder shall terminate. All of the applicable Obligations shall be immediately due and payable upon the earlier of the Maturity Date and with respect thereto or any such termination prior to on the Maturity Date on and the termination date stated in any notice of termination, as applicable (the "TERMINATION DATETermination Date"); provided, that, notwithstanding any other provision of any Loan Document, a Termination Date voluntarily caused by Borrower shall be effective no earlier than the first Business Day of the month following the expiration of the twenty (20) calendar days' prior written notice period. Notwithstanding the foregoing, any termination notice by Borrower pursuant to this Section 11.1 shall be revocable; provided, that any revocation shall be by written notice by Borrower to Agent and to the extent Borrower wishes to terminate this Agreement after any such revocation they it shall do so only in compliance with the time periods and other requirements of this Section 11.1 (i.e., once a termination notice is revoked, any subsequent termination notice shall be subject to the full advance notice and effectiveness requirements of this Section 11.1