Common use of Discharge; Reinstatement in Certain Circumstances Clause in Contracts

Discharge; Reinstatement in Certain Circumstances. Each U.S. Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding), whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all indebtedness outstanding under the U.S. Revolving Credit Facility and termination of all commitments to lend or otherwise extend credit to the U.S. Loan Parties under the Finance Documents, (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including reasonable and documented legal fees and other out-of-pocket expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such Insolvency or Liquidation Proceeding, in each case, due in accordance with the Finance Documents, but excluding contingent indemnification obligations), (iii) termination, cancellation or cash collateralization (in an amount required by the Credit Agreement) of, all U.S. Letters of Credit issued or deemed issued under the Loan Documents, (iv) termination or cash collateralization (in an amount required by the Credit Agreement) of all U.S. Secured Hedge Agreements, unless other arrangements reasonably satisfactory to the applicable U.S. Hedge Bank have been made with respect to such U.S. Secured Hedge Agreements, and (v) termination or cash collateralization (in an amount required by the Credit Agreement) of all U.S. Secured Cash Management Agreements, unless other arrangements reasonably satisfactory to the applicable U.S. Cash Management Bank have been made with respect to such U.S. Secured Cash Management Agreements, (the occurrence of all of the foregoing being referred to herein as the “Discharge of U.S. Finance Obligations”). No payment or payments made by any Other Loan Party or any other Person or received or collected by any Secured Party from any Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any U.S. Guarantor hereunder, it being understood that each U.S. Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of U.S. Finance Obligations. If at any time any payment by any Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such Other Loan Party or other Person or a substantial portion of its respective property or otherwise, each U.S. Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. Each U.S. Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to each such U.S. Guarantor’s liability hereunder. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or whether other satisfactory arrangements have been made with respect to Guaranteed Obligations arising under U.S. Secured Cash Management Agreements and U.S. Secured Hedge Agreements unless the Administrative Agent has received prior written notice of such Guaranteed Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable U.S. Cash Management Bank or U.S. Hedge Bank, as the case may be.

Discharge; Reinstatement in Certain Circumstances. Each U.S. Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding), whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all indebtedness outstanding under the U.S. Revolving Credit each Facility and termination of all commitments to lend or otherwise extend credit to the U.S. Loan Parties under the Finance Documents, (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including reasonable and documented legal fees and other out-of-pocket expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such Insolvency or Liquidation Proceeding, in each case, due in accordance with the Finance Documents, but excluding contingent indemnification obligations), (iii) termination, cancellation or cash collateralization (in an amount required by the Credit Agreement) of, all U.S. Letters of Credit issued or deemed issued under the Loan Documents, (iv) termination or cash collateralization (in an amount required by the Credit Agreement) of all U.S. Secured Hedge Agreements, unless other arrangements reasonably satisfactory to the applicable U.S. Hedge Bank have been made with respect to such U.S. Secured Hedge Agreements, and (v) termination or cash collateralization (in an amount required by the Credit Agreement) of all U.S. Secured Cash Management Agreements, unless other arrangements reasonably satisfactory to the applicable U.S. Cash Management Bank have been made with respect to such U.S. Secured Cash Management Agreements, (the occurrence of all of the foregoing being referred to herein as the “Discharge of U.S. Finance Obligations”). No payment or payments made by any Other Loan Party or any other Person or received or collected by any Secured Party from any Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any U.S. Guarantor hereunder, it being understood that each U.S. Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of U.S. Finance Obligations. If at any time any payment by any Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such Other Loan Party or other Person or a substantial portion of its respective property or otherwise, each U.S. Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. Each U.S. Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to each such U.S. Guarantor’s liability hereunder. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or whether other satisfactory arrangements have been made with respect to Guaranteed Obligations arising under U.S. Secured Cash Management Agreements and U.S. Secured Hedge Agreements unless the Administrative Agent has received prior written notice of such Guaranteed Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable U.S. Cash Management Bank or U.S. Hedge Bank, as the case may be.

Discharge; Reinstatement in Certain Circumstances. Each U.S. Canadian Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding), whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all indebtedness outstanding under the U.S. Revolving Credit each Facility and termination of all commitments to lend or otherwise extend credit to the U.S. Loan Parties under the Finance Documents, (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including reasonable and documented legal fees and other out-of-pocket expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such Insolvency or Liquidation Proceeding, in each case, due in accordance with the Finance Documents, but excluding contingent indemnification obligations), (iii) termination, cancellation or cash collateralization (in an amount required by the Credit Agreement) of, all U.S. Letters of Credit issued or deemed issued under the Loan Documents, (iv) termination or cash collateralization (in an amount required by the Credit Agreement) of all U.S. Secured Hedge Agreements, unless other arrangements reasonably satisfactory to the applicable U.S. Hedge Bank have been made with respect to such U.S. Secured Hedge Agreements, Agreements and (v) termination or cash collateralization (in an amount required by the Credit Agreement) of all U.S. Secured Cash Management Agreements, unless other arrangements reasonably satisfactory to the applicable U.S. Cash Management Bank have been made with respect to such U.S. Secured Cash Management Agreements, Agreements (the occurrence of all of the foregoing being referred to herein as the “Discharge of U.S. Finance Obligations”). No payment or payments made by any Other Loan Party or any other Person or received or collected by any Secured Party from any Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any U.S. Canadian Guarantor hereunder, it being understood that each U.S. Canadian Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of U.S. Finance Obligations. If at any time any payment by any Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such Other Loan Party or other Person or a substantial portion of its respective property or otherwise, each U.S. Canadian Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. Each U.S. Canadian Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to each such U.S. Canadian Guarantor’s liability hereunder. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or whether other satisfactory arrangements have been made with respect to Guaranteed Obligations arising under U.S. Canadian Secured Cash Management Agreements and U.S. Canadian Secured Hedge Agreements unless the Administrative Agent has received prior written notice of such Guaranteed Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable U.S. Canadian Cash Management Bank or U.S. Canadian Hedge Bank, as the case may be.

Discharge; Reinstatement in Certain Circumstances. Each U.S. Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of (i) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding), whether or not a claim for such interest is, or would be, allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all indebtedness outstanding under the U.S. Revolving Credit Facility and termination of all commitments to lend or otherwise extend credit to the U.S. Loan Parties under the Finance Documents, (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including reasonable and documented legal fees and other out-of-pocket expenses, costs or charges accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such Insolvency or Liquidation Proceeding, in each case, due in accordance with the Finance Documents, but excluding contingent indemnification obligations), (iii) termination, cancellation or cash collateralization (in an amount required by the Credit Agreement) of, all U.S. Letters of Credit issued or deemed issued under the Loan Documents, (iv) termination or cash collateralization (in an amount required by the Credit Agreement) of all U.S. Secured Hedge Agreements, unless other arrangements reasonably satisfactory to the applicable U.S. Hedge Bank have been made with respect to such U.S. Secured Hedge Agreements, and (v) termination or cash collateralization (in an amount required by the Credit Agreement) of all U.S. Secured Cash Management Agreements, unless other arrangements reasonably satisfactory to the applicable U.S. Cash Management Bank have been made with respect to such U.S. Secured Cash Management Agreements, (the occurrence of all of the foregoing being referred to herein as the “Discharge of U.S. Finance Obligations”). No payment or payments made by any Other Loan Party or any other Person or received or collected by any Secured Party from any Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any U.S. Guarantor hereunder, it being understood that each U.S. Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of U.S. Finance Obligations. If at any time any payment by any Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such Other Loan Party or other Person or a substantial portion of its respective property or otherwise, each U.S. Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. Each U.S. Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to each such U.S. Guarantor’s liability hereunder. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or whether other satisfactory arrangements have been made with respect to Guaranteed Obligations arising under U.S. Secured 1822046.5 9 Cash Management Agreements and U.S. Secured Hedge Agreements unless the Administrative Agent has received prior written notice of such Guaranteed Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable U.S. Cash Management Bank or U.S. Hedge Bank, as the case may be.