Common use of Designation and Removal of Borrowers Clause in Contracts

Designation and Removal of Borrowers. (a) The Company may at any time and from time to time designate any U.S. Subsidiary or Canadian Subsidiary as a Borrower under the Revolving Commitments by delivery to the Administrative Agent of a Joinder Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Borrower and a party to this Agreement. (b) Any Borrower other than the Company (a “Subsidiary Borrower”) may be removed as a Borrower at the election of the Company, and such Subsidiary Borrower shall cease to be a Borrower hereunder at such time as the Company gives notice to the Administrative Agent of its intention to terminate such Subsidiary Borrower as a Borrower, in each case, solely with respect to the Revolving Commitments; provided that any such termination shall not be effective (other than to terminate such Subsidiary Borrower’s right to make further Borrowings or, except to the extent such Subsidiary Borrower remains a Loan Party after such termination, to obtain Letters of Credit) and such Subsidiary Borrower shall remain a Borrowing Subsidiary until such time as all Loans to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and, unless such Subsidiary Borrower shall remain a Loan Party after such termination, no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding. Nothing herein shall limit the Company’s or its Subsidiaries’ obligation to comply with the terms of this Agreement in connection with any Disposition (including any Investment or Restricted Payment), whether to a third-party or an Affiliate, or other transaction relating to the removal or reclassification of such Subsidiary Borrower.

Designation and Removal of Borrowers. (a) The Company may at any time and from time to time designate any U.S. Subsidiary or Canadian Subsidiary as a Borrower under the Revolving Commitments by delivery to the Administrative Agent of a Joinder Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Borrower and a party to this Agreement. (b) Any Borrower other than the Company (a “Subsidiary Borrower”) may be removed as a Borrower at the election of the Company, and such Subsidiary Borrower shall cease to be a Borrower hereunder at such time as the Company gives notice to the Administrative Agent of its intention to terminate such Subsidiary Borrower as a Borrower, in each case, solely with respect to the Revolving Commitments; provided that any such termination shall not be effective (other than to terminate such Subsidiary Borrower’s right to make further Borrowings or, except to the extent such Subsidiary Borrower remains a Loan Party after such termination, to obtain Letters of Credit) and such Subsidiary Borrower shall remain a Borrowing Subsidiary until such time as all Loans to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and, unless such Subsidiary Borrower shall remain a Loan Party after such termination, no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding. Nothing herein shall limit the Company’s or its Subsidiaries’ obligation to comply with the terms of this Agreement in connection with any Disposition (including any Investment or Restricted Payment), whether to a third-party or an Affiliate, or other transaction relating to the removal or reclassification of such Subsidiary Borrower.