Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) the sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent Borrower or any Restricted Subsidiary), or, if such Pledgor is a Subsidiary of the Parent Borrower, any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, (iii) such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Atkore Inc.), Guarantee and Collateral Agreement (Atkore International Group Inc.)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Canadian Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) the as to any Pledgor, a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent Borrower or any Restricted Subsidiarya Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor (other than Holdings) ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, Agreement or (iii) as to any Pledgor, such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).Subsidiary:
Appears in 2 contracts
Samples: Canadian Guarantee and Collateral Agreement, Canadian Guarantee and Collateral Agreement (Herc Holdings Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing LendersAdministrative Agent) and the Commitments shall have terminated, (ii) the as to any Pledgor, a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent a Borrower or any Restricted Subsidiarya Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, Agreement or (iii) as to any Pledgor, such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).Subsidiary:
Appears in 2 contracts
Samples: Abl Guarantee and Collateral Agreement, Abl Guarantee and Collateral Agreement (SiteOne Landscape Supply, Inc.)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) the as to any Pledgor, a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent Borrower or any Restricted Subsidiarya Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor (other than Holdings) ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, Agreement or (iii) as to any Pledgor, such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).Subsidiary:
Appears in 2 contracts
Samples: u.s. Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Herc Holdings Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the each applicable Issuing LendersBank) and the Commitments shall have terminated, (ii) the as to any Pledgor, a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent Borrower or any Restricted Subsidiarya Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, Agreement or (iii) as to any Pledgor, such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).Subsidiary:
Appears in 2 contracts
Samples: First Lien Credit Agreement (PharMEDium Healthcare Holdings, Inc.), First Lien Guarantee and Collateral Agreement (PharMEDium Healthcare Holdings, Inc.)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid date of the payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory the Notes or the deposit with the Trustee with sufficient funds to pay all obligations owing under the applicable Issuing Lenders) and the Commitments shall have terminatedNotes, (ii) the as to any Pledgor (other than Holdings), a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent Borrower Company or any Restricted Subsidiarya Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent BorrowerCompany, in each case that is permitted under the Credit AgreementIndenture, (iii) as to any Pledgor (other than Holdings), such Pledgor being or becoming an Excluded Subsidiary or being released from its Obligations pursuant to Section 1303 of the Indenture, (iv) as to Holdings, Holdings is being released from its obligations hereunder pursuant to Subsection 9.16(h).Section 1411 of the Indenture or (v) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the Indenture:
Appears in 1 contract
Samples: Notes Collateral Agreement (Cornerstone Building Brands, Inc.)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the each applicable Issuing LendersLender) and the Commitments shall have terminated, (ii) as to any Pledgor (other than the Parent), a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdingsthe Parent, the Parent a Borrower or any Restricted Subsidiarya Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent BorrowerParent, in each case that is permitted under the Credit Agreement, Agreement or (iii) as to any Pledgor (other than the Parent), such Pledgor being or becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).Subsidiary:
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (Nci Building Systems Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Common Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Obligations, Amounts and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters any Letter of Credit that have has been cash collateralized collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing LendersLender) and the Commitments shall have terminated, (ii) the sale or other disposition of as to any Pledgor, all of the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than to Holdings, the Parent Borrower or any a Restricted Subsidiary), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor (other than Holdings) ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is as permitted under the terms of the applicable Credit Agreement, Agreement or (iii) as to any Pledgor, such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).Subsidiary:
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Obligations, Amounts and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters any Letter of Credit that have has been cash collateralized collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing LendersLender) and the Commitments shall have terminated, (ii) the sale or other disposition of as to any Pledgor, all of the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than to Holdings, the Parent Borrower or any a Restricted Subsidiary), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor (other than Holdings) ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is as permitted under the terms of the Credit Agreement, Agreement or (iii) as to any Pledgor, such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).Subsidiary:
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, Loans and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) the as to any Pledgor (other than Holdings), a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent Borrower or any Restricted Subsidiarya Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, (iii) as to any Pledgor (other than Holdings), such Pledgor being or becoming an Excluded Subsidiary or being released from its Obligations pursuant to Subsection 10.8 of the Credit Agreement or Subsection 9.16 hereof or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the Credit Agreement:
Appears in 1 contract
Samples: Term Loan Guarantee and Collateral Agreement (Cornerstone Building Brands, Inc.)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized collateralized, or otherwise provided for in a manner reasonably satisfactory to the each applicable Issuing LendersLender) and the Commitments shall have terminated, (ii) the as to any Pledgor (other than Holdings), a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent a U.S. Borrower or any Restricted Subsidiarya U.S. Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, (iii) as to any Pledgor (other than Holdings), such Pledgor being or becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is being released from its obligations hereunder pursuant to Subsection 9.16(h).):
Appears in 1 contract
Samples: Abl u.s. Guarantee and Collateral Agreement (Nci Building Systems Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) as to any Pledgor,the sale or other disposition of all of the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (other to a Person(other than to Holdings, the Parent Borrower or any Restricted Subsidiary)) as, or, if such Pledgor is a Subsidiary of the Parent Borrower, any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the terms of the Credit Agreement, Agreement or (iii) the designation of such Pledgor becoming as an Unrestrictedbecoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h)Subsidiary.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Obligations, Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters any Letter of Credit that have has been cash collateralized collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing LendersLender) and the Commitments shall have terminated, (ii) the sale or other disposition of as to any Pledgor, all of the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than to Holdings, the Parent a Borrower or any a Restricted Subsidiary), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor (other than Holdings) ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is as permitted under the terms of the Credit Agreement, Agreement or (iii) as to any Pledgor, such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).Subsidiary:
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Hertz Global Holdings, Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized collateralized, or otherwise provided for in a manner reasonably satisfactory to the each applicable Issuing LendersBank) and the Commitments shall have terminated, (ii) the as to any Pledgor (other than Holdings), a sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent Borrower or any Restricted Subsidiarya Subsidiary Guarantor), or, if such Pledgor is a Subsidiary of the Parent Borrower, or any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, (iii) as to any Pledgor (other than Holdings), such Pledgor being or becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is being released from its obligations hereunder pursuant to Subsection 9.16(h).):
Appears in 1 contract
Samples: Cash Flow Guarantee and Collateral Agreement (Nci Building Systems Inc)
Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) the sale or other disposition of all of the Capital Stock of such Pledgor (other than to Holdings, the Parent Borrower or any Restricted Subsidiary), or, if such Pledgor is a Subsidiary of the Parent Borrower, any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, or (iii) such Pledgor becoming an Excluded Subsidiary or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h)Subsidiary.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.)