Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing, shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated or (ii) as to any Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the U.S. Parent Borrower, the U.S. Subsidiary Borrowers or any other Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the U.S. Parent Borrower, in each case that is permitted under the Credit Agreement, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (Univar Solutions Inc.)
Covenants of Each Guarantor. Each Guarantor (other than the U.S. Borrowers) covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing, shall have been paid in full in cash, all no Letter of Credit shall be outstanding (except for Letters of Credit are terminated that have been cash collateralized, or cash collateralized on terms otherwise provided for in a manner reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit IssuerIssuing Lender) and the Commitments shall have terminated or terminated, (ii) as to any Guarantorsuch Guarantor (other than Holdings), a sale or other disposition of all the Capital Stock of such Guarantor (other than to the a U.S. Parent Borrower, the Borrower or a U.S. Subsidiary Borrowers or any other Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the U.S. Parent Borrower, in each case that is permitted under the Credit Agreement, (iii) as to any such Guarantor (other than Holdings), such Guarantor being or becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings being released from its obligations hereunder pursuant to Subsection 9.16(h), such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Abl u.s. Guarantee and Collateral Agreement (Nci Building Systems Inc)
Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing, shall have been paid in full in cash, all no Letter of Credit shall be outstanding (except for Letters of Credit are terminated or that have been cash collateralized on terms reasonably in a manner satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit IssuerIssuing Lenders) and the Commitments shall have terminated or terminated, (ii) as to any Guarantor, a the sale or other disposition of all of the Capital Stock of such Guarantor (other than to Holdings, the U.S. Parent Borrower or any Restricted Subsidiary), or, if such Guarantor is a Subsidiary of the Parent Borrower, the U.S. Subsidiary Borrowers or any other Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the U.S. Parent Borrower, in each case that is permitted under the Credit Agreement, (iii) such Guarantor becoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted SubsidiariesSubsidiaries or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.)
Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing, shall have been paid in full in cash, all no Letter of Credit shall be outstanding (except for Letters of Credit are terminated that have been cash collateralized, or cash collateralized on terms otherwise provided for in a manner reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit IssuerIssuing Bank) and the Commitments shall have terminated or terminated, (ii) as to any Guarantorsuch Guarantor (other than Holdings), a sale or other disposition of all the Capital Stock of such Guarantor (other than to the U.S. Parent Borrower, the U.S. Borrower or a Subsidiary Borrowers or any other Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the U.S. Parent Borrower, in each case that is permitted under the Credit Agreement, (iii) as to any such Guarantor (other than Holdings), such Guarantor being or becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings being released from its obligations hereunder pursuant to Subsection 9.16(h), such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Cash Flow Guarantee and Collateral Agreement (Nci Building Systems Inc)