Subsidiary Borrower Termination. This SUBSIDIARY BORROWER TERMINATION (this “Agreement”), dated as of _____________, 20__, is entered into by _________________, a ________________ (the “Former Subsidiary Borrower”), Xxxxxx Xxxxxx, Inc. (the “U.S. Borrower”) and Xxxxx Fargo Bank, National Association, as Administrative Agent, pursuant to the Second Amended and Restated Credit Agreement (as amended or modified from time to time, the “Credit Agreement”), dated as of [_______], 2011, among the U.S. Borrower, the Subsidiary Borrowers party thereto, the Lenders party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, X.X. Xxxxxx Chase Bank, N.A., as Syndication Agent, and Xxxxx Fargo Securities, LLC and X.X. Xxxxxx Securities LLC, as Joint Lead Arrangers and Joint Bookrunners.
Subsidiary Borrower Termination. Upon the execution by the Company and delivery to the Administrative Agent of a Subsidiary Borrower Termination with respect to any Subsidiary Borrower, such Subsidiary Borrower shall cease to be a Borrower; provided that if such Subsidiary Borrower owns any Collateral included in the most recently delivered Borrowing Base Certificate the Subsidiary Borrower Termination shall not be effective (other than to terminate its right to borrow additional Loans or cause the issuance of Letters of Credit under this Agreement) unless and until the Company shall have delivered to the Administrative Agent an updated Borrowing Base Certificate as required under Section 5.04(8)(v); provided that where such Subsidiary Borrower is also a Guarantor (unless it is released in accordance with Section 10.18), its obligations in its capacity as Guarantor shall continue to be legal, valid, binding and enforceable and in full force and effect and the amount guaranteed by it as a Guarantor shall not be decreased; provided, further that any Revolving Loans of such Subsidiary Borrower shall be immediately prepaid in connection with such Subsidiary Borrower Termination.
