Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement

Upon such receipt, and without any further action required on the part of Atlas Meridian, any Lender, or any other Secured Party: (i) all Obligations (as defined in the Existing Credit Agreement) of the Borrower and the Guarantors under the Existing Credit Agreement, the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Mortgages, and all other Loan Documents (as defined in the Existing Credit Agreement), including all outstanding principal, accrued and unpaid interest, fees, expenses, and other amounts owing under the Existing Term Loan and the Existing Revolving Facility, shall be deemed irrevocably and indefeasibly paid and satisfied in full; (ii) the Existing Credit Agreement and all related Loan Documents and Collateral Documents shall terminate and be of no further force or effect, other than those provisions that by their express terms survive such termination, including, without limitation, customary indemnification, contribution, and expense reimbursement provisions (in each case, solely to the extent expressly provided to survive in the applicable Loan Document); (iii) all commitments of the Lenders under the Existing Revolving Facility shall be permanently terminated; and (iv) all Liens on the Collateral (as defined in the Existing Credit Agreement) shall be automatically released and terminated

The termination of all Control Agreements shall be effective upon the irrevocable receipt by Atlas Meridian of the Payoff Amount in full in immediately available funds

Atlas Meridian shall use commercially reasonable efforts to complete such delivery within five (5) business days following receipt of the Payoff Amount

Atlas Meridian acknowledges that the Borrower and Borrower's Counsel will rely upon this power of attorney in filing the instruments and documents described herein, and Atlas Meridian agrees that any filing made in good faith by the Borrower or Borrower's Counsel in reliance upon this power of attorney shall be valid and binding upon Atlas Meridian

Conditions to Effectiveness This Letter, and all authorizations, releases, powers of attorney, and other provisions contained herein, shall become effective upon, and only upon, the satisfaction of the following condition: The irrevocable receipt by Atlas Meridian Bank, N