Common use of Termination of Subsidiary Borrower Clause in Contracts

Termination of Subsidiary Borrower. So long as there shall be no Loans outstanding to a Subsidiary Borrower or other amounts owing hereunder or under the other Loan Documents by such Subsidiary Borrower (or any pending Borrowing Request by such Subsidiary Borrower), the Company may elect to terminate such Subsidiary Borrower as a Borrower hereunder by delivering to the Administrative Agent a notice substantially in the form of Exhibit B-2 or any other form approved by the Administrative Agent (each a “Subsidiary Borrower Termination Notice”), duly completed and executed. Any Subsidiary Borrower Termination Notice furnished hereunder shall be effective upon receipt thereof by the Administrative Agent (which shall promptly so notify the Lenders), whereupon all commitments of the Lenders to make Loans to such Subsidiary Borrower and the rights of such Subsidiary Borrower to borrow hereunder shall terminate and such Subsidiary Borrower shall immediately cease to be a Borrower hereunder and a party hereto; provided that, notwithstanding anything herein to the contrary, the delivery of a Subsidiary Borrower Termination Notice with respect to any Subsidiary Borrower shall not terminate or discharge (i) any obligation of such Subsidiary Borrower that remains unpaid at such time or (ii) the obligations of the Company under Article X with respect to any such unpaid obligations. Notwithstanding anything herein to the contrary, upon the occurrence of any event described in clause (g) or (h) of Article VII with respect to any Subsidiary Borrower, or if at any time any Subsidiary Borrower shall cease to be a wholly-owned, direct or indirect Domestic Subsidiary of the Company, (i) all commitments of the Lenders to make Loans to such Subsidiary Borrower and the rights of such Subsidiary Borrower to borrow hereunder shall automatically terminate and such Subsidiary Borrower shall immediately cease to be a Subsidiary Borrower hereunder and a party hereto and (ii) the principal amount then outstanding of, and the accrued interest on, the Loans (if any) made to such Subsidiary Borrower and all other amounts payable by such Subsidiary Borrower hereunder (including any amounts payable under Section 2.13) and under the other Loan Documents shall automatically become immediately due and payable, in each case, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by such Subsidiary Borrower and the Company.

Termination of Subsidiary Borrower. So long as there shall be The Company may, at any time at which no Revolving Credit Loans outstanding to a Subsidiary Borrower or any other amounts owing hereunder or under the any other Loan Documents by such Subsidiary Borrower (shall be outstanding to, nor any Letters of Credit or any pending Borrowing Request by such Acceptances shall be outstanding for the account of, any Subsidiary Borrower), the Company may elect to terminate such Subsidiary Borrower as a Borrower hereunder by delivering to the Administrative Agent an executed notice thereof (each a notice “Termination Letter”), substantially in the form of Exhibit B-2 or any other form approved D-2, to the Administrative Agent; provided that if the Company notifies the Administrative Agent that a Subsidiary Borrower ceases to be a Subsidiary of the Company in a transaction not prohibited by this Agreement, a Termination Letter is deemed delivered by the Company and received by the Administrative Agent (each a “effective as of the date that such Subsidiary Borrower Termination Notice”), duly completed and executedceases to be a Subsidiary of the Company. Any Subsidiary Borrower Termination Notice Letter or notice, as applicable, furnished hereunder shall be effective upon receipt thereof by the Administrative Agent (which shall promptly following receipt of such Termination Letter or notice, as applicable, so notify the Revolving Credit Lenders and the Issuing Lenders), whereupon all commitments of the Revolving Credit Lenders to make Revolving Credit Loans to, and all obligations of the Issuing Lenders to issue Letters of Credit or create Acceptances for the account of, such Subsidiary Borrower and the all of rights of such Subsidiary Borrower to borrow hereunder shall terminate and such Subsidiary Borrower shall immediately cease to be a Borrower hereunder and a party hereto; provided that, notwithstanding anything herein to hereunder. Notwithstanding the contraryforegoing, the delivery (or deemed delivery) of a Subsidiary Borrower Termination Notice Letter with respect to any Subsidiary Borrower shall not terminate or discharge (i) any obligation of such Subsidiary Borrower that remains unpaid at the time of such time delivery (or deemed delivery) or (ii) the obligations of the Company under Article X III with respect to any such unpaid obligations. Notwithstanding anything herein to The parties hereto acknowledge Xxxxxx May Confections, Inc. and Xxxxx London Candies, Inc. are terminated as Subsidiary Borrowers hereunder and that a Termination Letter in accordance with this Section 2.22(c) is deemed delivered by the contrary, upon Company and received by the occurrence of any event described in clause (g) or (h) of Article VII with respect to any Subsidiary Borrower, or if at any time any Subsidiary Borrower shall cease to be a wholly-owned, direct or indirect Domestic Subsidiary Administrative Agent effective as of the Companydate that each of Xxxxxx May Confections, (i) all commitments of the Lenders to make Loans to such Subsidiary Borrower Inc. and the rights of such Subsidiary Borrower to borrow hereunder shall automatically terminate and such Subsidiary Borrower shall immediately cease Xxxxx London Candies, Inc. ceased to be a Subsidiary Borrower hereunder and a party hereto and (ii) of the principal amount then outstanding of, and Company in accordance with the accrued interest on, the Loans (if any) made to such Subsidiary Borrower and all other amounts payable by such Subsidiary Borrower hereunder (including any amounts payable under Section 2.13) and under the other Loan Documents shall automatically become immediately due and payable, in each case, without presentment, demand, protest or other formalities terms of any kind, all of which are hereby expressly waived by such Subsidiary Borrower and the Companythis Agreement.

Termination of Subsidiary Borrower. So long as there shall be The Company may, at any time at which no Revolving Credit Loans outstanding to a Subsidiary Borrower or any other amounts owing hereunder or under the any other Loan Documents by such Subsidiary Borrower (shall be outstanding to, nor any Letters of Credit or any pending Borrowing Request by such Acceptances shall be outstanding for the account of, any Subsidiary Borrower), the Company may elect to terminate such Subsidiary Borrower as a Borrower hereunder by delivering to the Administrative Agent an executed notice thereof (each a notice “Termination Letter”), substantially in the form of Exhibit B-2 or any other form approved D-2, to the Administrative Agent; provided that if the Company notifies the Administrative Agent that a Subsidiary Borrower ceases to be a Subsidiary of the Company in a transaction not prohibited by this Agreement, a Termination Letter is deemed delivered by the Company and received by the Administrative Agent (each a “effective as of the date that such Subsidiary Borrower Termination Notice”), duly completed and executedceases to be a Subsidiary of the Company. Any Subsidiary Borrower Termination Notice Letter or notice, as applicable, furnished hereunder shall be effective upon receipt thereof by the Administrative Agent (which shall promptly following receipt of such Termination Letter or notice, as applicable, so notify the Revolving Credit Lenders and the Issuing Lenders), whereupon all commitments of the Revolving Credit Lenders to make Revolving Credit Loans to, and all obligations of the Issuing Lenders to issue Letters of Credit or create Acceptances for the account of, such Subsidiary Borrower and the all of rights of such Subsidiary Borrower to borrow hereunder shall terminate and such Subsidiary Borrower shall immediately cease to be a Borrower hereunder and a party hereto; provided that, notwithstanding anything herein to hereunder. Notwithstanding the contraryforegoing, the delivery (or deemed delivery) of a Subsidiary Borrower Termination Notice Letter with respect to any Subsidiary Borrower shall not terminate or discharge (i) any obligation of such Subsidiary Borrower that remains unpaid at the time of such time delivery (or deemed delivery) or (ii) the obligations of the Company under Article X III with respect to any such unpaid obligations. Notwithstanding anything herein to The parties hereto acknowledge Xxxxxx May Confections, Inc. and Xxxxx London Candies, Inc. are terminated as Subsidiary Borrowers hereunder and that a Termination Letter in accordance with this Section 2.22(c) is deemed delivered by the contrary, upon Company and received by the occurrence of any event described in clause (g) or (h) of Article VII with respect to any Subsidiary Borrower, or if at any time any Subsidiary Borrower shall cease to be a wholly-owned, direct or indirect Domestic Subsidiary Administrative Agent effective as of the Companydate that each of Xxxxxx May Confections, (i) all commitments of the Lenders to make Loans to such Subsidiary Borrower Inc. and the rights of such Subsidiary Borrower to borrow hereunder shall automatically terminate and such Subsidiary Borrower shall immediately cease Xxxxx Xxxxxx Candies, Inc. ceased to be a Subsidiary Borrower hereunder and a party hereto and (ii) of the principal amount then outstanding of, and Company in accordance with the accrued interest on, the Loans (if any) made to such Subsidiary Borrower and all other amounts payable by such Subsidiary Borrower hereunder (including any amounts payable under Section 2.13) and under the other Loan Documents shall automatically become immediately due and payable, in each case, without presentment, demand, protest or other formalities terms of any kind, all of which are hereby expressly waived by such Subsidiary Borrower and the Companythis Agreement.