Common use of Termination and Effective Date Thereof Clause in Contracts

Termination and Effective Date Thereof. (a) Subject to Lender’s right to cease making 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 Obligations are Paid in Full, unless terminated sooner as provided in this Section 13.1(a). Borrower may terminate this Agreement at any time upon not less than thirty calendar days’ prior written notice to Lender and upon full performance and indefeasible Payment in Full of all Obligations after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any termination by Borrower pursuant to this Section 13.1(a) on the Termination Date which shall be the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay the filing of a release of its liens. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lender’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 have been fully performed and Paid in Full. The Liens granted to Lender under the 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 time be in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid in Full. (b) Upon the occurrence of a Revolver Termination, Credit Parties shall immediately 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 applicable Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty sixty (60) calendar days’ prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such 60th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty (60) 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 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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a “Revolver Termination”), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)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 payment in Full full in cash of all Obligations on or prior to such thirtieth (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 Closing Date. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty (60) 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 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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a “Revolver Termination”), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination FeeYield Maintenance fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullfull in cash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty sixty calendar days’ prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such sixtieth calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty 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 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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. Once all of the Obligations have been fully performed and indefeasibly paid in full in cash, Lender agrees to promptly terminate any and all effective financing statements or other filings made with any governmental agency to perfect Lender’s security interest in the Collateral. (b) Upon If the occurrence Revolving Facility is terminated for any reason, including (without limitation) if (i) Borrower terminates the Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a “Revolver Termination”), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)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 payment in Full full in cash of all Obligations on or prior to such 30th calendar day after Receipt by Lender of such written notice; provided, that, if Lender has not otherwise exercised its option to extend the Term under Section 2.2, then Lender may exercise such option during such thirty (30) day period solely for purposes of the calculation of Yield Maintenance. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after of the month following the expiration of the thirty (30) day calendar days’ prior written notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay the filing of a release of its liensperiod. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lender’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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (other than reductions to zero of the outstanding balance of the Revolving Facility resulting from the ordinary course operation of the provisions of Section 2.4), whether by virtue of Lender’s exercising its right of set off or otherwise; or (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as a “Revolver Termination"), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination FeeYield Maintenance.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty ninety (90) calendar days’ prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such ninetieth (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 by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe ninety (90) 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 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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Except as otherwise provided in the Loan Documents, the Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a “Revolver Termination”), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately pay Lender (in addition to the then outstanding principal, accrued interest and other Obligations relating to the Revolving Facility and the Term Loan Facilities pursuant to the terms of this Agreement and any other Loan Document), as yield maintenance to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to cease making Advances pursuant to Section 2.1 or upon or after any Event of Default, this This Agreement shall continue in full force and effect until the Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty one hundred calendar days’ prior written notice to Lender Debenture Holder and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such one hundredth calendar day after Receipt by Lender Debenture Holder of such written notice. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) on the termination date stated in any notice of termination (the “Termination Date”); provided that, notwithstanding any other provision of any Debenture Document, the Termination Date which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe one hundred calendar days’ prior written notice period. Notwithstanding any other provision of any Loan Debenture Document, no termination of this Agreement shall affect LenderDebenture Holder’s rights or any of the Obligations existing as of the effective date of such termination, and the provisions of the Loan Debenture Documents shall continue to be fully operative until the Obligations have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender Debenture Holder under the Loan Security Documents and the financing statements filed pursuant thereto and the rights and powers of Lender Debenture Holder 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 have been fully performed and indefeasibly Paid paid in Full. (b) Upon the occurrence of a Revolver Termination, Credit Parties shall immediately pay Lender (full in addition to the then outstanding principal, accrued interest cash 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 applicable Minimum Termination Feehas been terminated.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making Advances pursuant to Section 2.1 or and Overadvances upon or after any Event of Default, this Agreement shall continue in full force and effect until the Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty sixty (60) calendar days’ prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such 60th 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 Closing Date. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty (60) 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 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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a “Revolver Termination”), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s 's right to terminate and cease making Advances pursuant to Section 2.1 or and Overadvances upon or after any Event of Default, this Agreement shall continue in full force and effect until the Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty sixty (60) calendar days’ ' prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such 60th 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 Closing Date. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty (60) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lender’s '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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a "Revolver Termination"), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)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 payment in Full full in cash of all Obligations on or prior to 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 by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after of the month following the expiration of the thirty (30) day calendar days’ prior written notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay the filing of a release of its liensperiod. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lender’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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (other than reductions to zero of the outstanding balance of the Revolving Facility resulting from the ordinary course operation of the provisions of Section 2.4), whether by virtue of Lender’s exercising its right of set off or otherwise; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a “Revolver Termination”), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, (i) on or before April 30, 2009, an amount equal to the greater of (x) the applicable Minimum Termination Fee, and (y) Yield Maintenance, and (ii) after April 30, 2009 an amount equal to the Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty sixty (60) calendar days’ prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such 60th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty (60) 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 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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon The sixty (60) calendar day time limits set forth above shall be reduced to thirty (30) calendar days if Borrower terminates this Agreement as a result of the occurrence following: (i) Lender files a petition, or a court of competent jurisdiction approves a petition, seeking reorganization or liquidation or similar relief under any Debtor Relief Law or any other applicable law or statute, (ii) a court of competent jurisdiction enters an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of Lender or the whole or any substantial part of Lender’s properties, or (iii) under the provisions of any Debtor Relief Law or any other applicable law or statute, a court of competent jurisdiction assumes custody or control of Lender or of the whole or any substantial part of Lender’s properties. (c) If (i) Borrower terminates the Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; or (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a “Revolver Termination”), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately be jointly and severally liable for, and 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination Fee, provided, however, that the termination fee shall be equal to 1.0% of the Facility Cap if termination hereunder is solely pursuant to Section 11.1(b), hereof.

Termination and Effective Date Thereof. (a) Subject to Lender’s 's right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty ninety (90) calendar days’ ' prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to 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 by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after of the thirty month following the expiration of the ninety (3090) day calendar days' prior written notice period. The Termination Date may be extended once for a period of one year at the option of Borrower provided that (i) Borrower has elapsed, on which given Lender written notice of such renewal at least sixty (60) days prior to the Obligations have fully performed expiration of the Termination Date and indefeasibly Paid in Full(ii) there does not then exist a Default or Event of Default. Upon any such full performance and Payment in full extension of the Obligations Termination Date, Borrower shall pay Lender shall not unreasonably delay an extension fee in an amount equal to the filing product of a release (x) the Facility Cap times (y) one third of its liensone percent. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lender’s '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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving A Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a "REVOLVER TERMINATION"), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Revolver Termination Fee. Borrower shall have no right to terminate the Revolving A Facility without first terminating the Revolving B Facility. (c) In the event of a Revolver Termination, Lender agrees to provide Borrower a payoff letter with respect to payoff of the outstanding balance of Obligations within five (5) Business Days after receipt by Lender of a written request thereof from Borrower.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty sixty (60) calendar days’ prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such 60th calendar day after Receipt by Lender of such written notice. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty (60) 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 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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a “Revolver Termination”), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, (i) on or before April 30, 2008, an amount equal to the greater of (x) the applicable Minimum Termination Fee, and (y) Yield Maintenance, and (ii) after April 30, 2008 an amount equal to the Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s 's right to terminate and cease making 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 Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty sixty (60) calendar days’ ' prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such 60th 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 Closing Date. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty (60) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lender’s '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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 's borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the occurrence Revolving Facility under this Section 11.1, (ii) Borrower voluntarily or involuntarily repays the Obligations (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; (iii) the Obligations are accelerated by Lender (each of the events described in (i), (ii) and (iii) above being hereinafter referred to as, a "Revolver Termination"), then at the effective date of any such Revolver Termination, Credit Parties Borrower shall immediately 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 to compensate Lender for the loss of bargain and not as a penalty, an amount equal to the applicable Minimum Termination Fee.

Termination and Effective Date Thereof. (a) Subject to Lender’s right to terminate and cease making Advances pursuant to Section 2.1 or Loans upon or after any Event of Default, this Agreement shall continue in full force and effect until the Obligations are Paid full performance and indefeasible payment in Fullcash of all Obligations, unless terminated sooner as provided in this Section 13.1(a)11.1. Borrower may terminate this Agreement at any time upon not less than thirty sixty (60) calendar days’ prior written notice to Lender and upon full performance and indefeasible Payment payment in Full full in cash of all Obligations on or prior to such 60th 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 second anniversary of the Closing Date, unless such termination occurs in connection with a Sale Transaction. All of the Obligations shall be immediately due and payable upon any such termination by Borrower pursuant to this Section 13.1(a) 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 which shall be effective no earlier than the first Business Day after the thirty (30) day notice period has elapsed, on which the Obligations have fully performed and indefeasibly Paid in Full. Upon such full performance and Payment in full of the Obligations Lender shall not unreasonably delay month following the filing expiration of a release of its liensthe sixty (60) 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 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 have been fully performed and Paid indefeasibly paid in Fullcash in full. The Liens granted to Lender under the Loan 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 in a zero or credit position until all of the Obligations have been fully performed and indefeasibly Paid paid in Fullfull in cash. (b) Upon If (i) Borrower terminates the Revolving Facility under this 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 Sale Transaction, 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 or Borrower voluntarily or involuntarily repays the Obligations (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 Loan or makes any demand on the Revolving Loan, or (vi) any payment or reduction of the outstanding balance of the Revolving Loan 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, Credit Parties Borrower shall immediately 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 applicable Minimum Termination Fee, provided that if Borrower has paid the Minimum Termination Fee pursuant to Section 11.1(c), such shall not be payable pursuant to this Section 11.1(b); provided further, that if such Revolver Termination results from a Sale Transaction prior to the second anniversary of the Closing Date, Borrower shall pay Lender the greater of the Minimum Termination Fee and the Yield Maintenance Amount. (c) If (i) Borrower terminates the Term Loan under Section 11.1 hereof, (ii) Lender demands or Borrower is otherwise required to make payment in full of the Obligations relating to the Term Loan upon the occurrence of an Event of Default, (iii) a Sale Transaction, a voluntary or involuntary Change of Control or payment pursuant to Section 2.11 occurs (except pursuant to Section 2.11(c)), (iv) any involuntary prepayment of the Obligations relating to the Term Loan by Borrower or any other Person occurs, whether by virtue of Lender’s exercising its right of set-off or otherwise, (v) Lender accelerates the Term Loan or makes any demand on the Term Loan, or (vi) any payment or reduction of the outstanding balance of the Term Loan and/or the Term Loan 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 “Term Termination”), then, at the effective date of any such Term Termination, Borrower shall pay Lender (in addition to the then outstanding principal, accrued interest and other Obligations relating to the Term Loan owing under the Term Loan 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, a fee in an amount equal to the sum of the Finance Fee plus the Minimum Termination Fee, provided, however, that if such payment is funded with cash flow from operations and/or equity, then only the Finance Fee will be required by this Section 11.1(c); provided further, that if such Term Termination results from a Sale Transaction prior to the second anniversary of the Closing Date, Borrower shall pay Lender the greater of the Minimum Termination Fee and the Yield Maintenance Amount.