Common use of Parent Covenant Clause in Contracts

Parent Covenant. Parent covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until all Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders shall otherwise consent in writing, (a) Parent will not (and will not cause or permit any Intermediate Parent to) create, incur, assume or permit to exist any Lien (other than Liens of a type described in Sections 6.02(d), (e) or (k)) on any of the Equity Interests issued by Casino, S&F Holdings or Borrower Holdco other than the Liens created under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt, Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q) or (u) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoing, and non-consensual Liens arising by operation of law, (b) Parent shall (and except as otherwise permitted below, shall cause each Intermediate Parent to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that so long as no Event of Default exists or would result therefrom, Parent may merge with any other person, (c) Parent will, and will cause each Intermediate Parent to, otherwise maintain their passive holding company status; provided that notwithstanding the foregoing, Parent and each Intermediate Parent shall be permitted to be a borrower or issuer of any Indebtedness permitted under this Agreement, a Loan Party of any Indebtedness permitted under this Agreement, grant liens in connection with the foregoing except as prevented by clause (a) above, and take all other actions permitted or required under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt or Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q), (u) or (x) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoing, including taking actions incidental to the consummation of the Transactions, the making of Restricted Payments to the extent such Restricted Payments are permitted to be made to it under Section 6.06, and other activities incidental to compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to employees; provided, further, that notwithstanding the foregoing or any other restriction in this Agreement, Parent and/or any Intermediate Parent may enter into a merger or consolidation with Parent or any other Intermediate Parent, or may liquidate, wind up or dissolve itself, in connection with a restructuring whereby Parent, any Intermediate Parent or a newly formed Wholly Owned Domestic Subsidiary of Parent or any Intermediate Parent will directly own 100% of the Equity Interests of the Borrower; and provided, further, that, from and after the Contribution, Parent will be a Guarantor, S&F Stores will accede to the Credit Agreement pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and thereafter be the Borrower, and Parent will thereafter cease to have any liabilities or obligations in respect of its former capacity as the Borrower.

Parent Covenant. Parent covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until all Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in fullfull and all Letters of Credit and Commitments have expired or been terminated or cash collateralized on terms satisfactory to the Issuing Bank, unless the Required Lenders shall otherwise consent in writing, (a) Parent will not (and will not cause or permit any Intermediate Parent to) create, incur, assume or permit to exist any Lien (other than Liens of a type described in Sections 6.02(d), (e) or (k)) on any of the Equity Interests issued by Casino, S&F Holdings or Borrower Holdco other than the Liens created under the Loan Documents, the ABL Term Loan Documents or Documents, the Second Lien Loan Documents, the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term DebtRevolving Commitments, Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q) or (u) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoing, and non-consensual Liens arising by operation of law, (b) Parent shall (and except as otherwise permitted below, shall cause each Intermediate Parent to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that so long as no Event of Default exists or would result therefrom, Parent may merge with any other person, (c) Parent will, and will cause each Intermediate Parent to, otherwise maintain their its passive holding company status; provided that notwithstanding the foregoing, Parent and each Intermediate Parent shall be permitted to be a borrower or issuer of any Indebtedness permitted under this Agreement, a Loan Party of any Indebtedness permitted under this Agreement, grant liens in connection with the foregoing except as prevented by clause (a) above, and take all other actions permitted or required under the Loan Documents, the ABL Term Loan Documents or Documents, the Second Lien Loan Documents, the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental FacilitiesRevolving Commitments, Incremental Equivalent First Lien Term Debt or Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q), (u) or (x) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoing, including taking actions incidental to the consummation of the Transactions, the making of Restricted Payments to the extent such Restricted Payments are permitted to be made to it under Section 6.06, and other activities incidental to compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to employees; provided, further, that notwithstanding the foregoing or any other restriction in this Agreement, Parent and/or any Intermediate Parent may enter into a merger or consolidation with Parent or any other Intermediate Parent, or may liquidate, wind up or dissolve itself, in connection with a restructuring whereby Parent, any Intermediate Parent or a newly formed Wholly Owned Domestic Subsidiary of Parent or any Intermediate Parent will directly own 100% of the Equity Interests of the Borrower; and provided, further, that, from and after the Contribution, Parent will be a Guarantor, S&F Stores will accede to the Credit Agreement pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and thereafter be the Borrower, and Parent will thereafter cease to have any liabilities or obligations in respect of its former capacity as the Borrower.

Parent Covenant. The Parent covenants shall not (i)(x) perform any services or activities, or make any cash payments for the performance of any services or activities, other than those services and agrees activities described in the definition of “Corporate Overhead” or reasonably related thereto, or (y) perform any services or activities, or make any cash payments for the performance of any services or activities that are ordinarily performed or paid for by an operating company, (ii) engage in any trade or business, (iii) own any assets, (iv) directly or indirectly, beneficially or otherwise, hold or own (whether pursuant to an Asset Swap or otherwise) any Equity Interest or other securities of any Person, (v) issue or incur any Indebtedness or (vi) effect any Equity Issuances, except that the Parent may: (a) hold and own the capital stock of itself, the Borrower and, indirectly, any other Person that is either a Subsidiary of the Borrower or an Unrestricted Subsidiary which is a subsidiary of the Borrower, (b) perform its obligations with each Lender thatrespect to the Acquired Business Acquisition and the other agreements contemplated thereby, if any, (c) consummate the Transactions, (d) make Investments described under Sections 6.04(c) or (d) hereof, and make Investments permitted under Section 6.04 hereof which are held by the Borrower or any of its Subsidiaries but only to the extent the Borrower and its Subsidiaries are permitted to make such Investment, (e) incur Guarantees in respect of the Obligations, Credit Agreement Refinancing Indebtedness and Incremental Equivalent Debt and incur Indebtedness that Parent is permitted to incur under Section 6.01 hereof so long as this Agreement shall remain in effect and until any such Indebtedness continues to be permitted under Section 6.01 hereof at all Obligations times after the incurrence thereof, (other than Obligations f) incur Liens on Collateral in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted(i) have been paid in full, unless the Required Lenders shall otherwise consent in writingObligations, (aii) Parent will not (and will not cause or permit any Intermediate Parent to) create, incur, assume or permit to exist any Lien (other than Liens of a type described in Sections 6.02(d), (e) or (k)) on any of the Equity Interests issued by Casino, S&F Holdings or Borrower Holdco other than the Liens created under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Indebtedness and (iii) Incremental Equivalent First Lien Term Debt, Indebtedness permitted under Sections 6.01(bDebt (in the case of clauses (ii) and (iii), subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent (acting at the written direction of the Required Lenders)), (g) maintain its legal existence (including the ability to incur fees, costs and expenses related to such maintenance and performance of activities relating to its employees and those of its Subsidiaries), (h)) participate in tax, (i), (j), (k), (m), (q) or (u) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), accounting and any Permitted Refinancing Indebtedness in respect of any of the foregoing, and non-consensual Liens arising by operation of law, (b) Parent shall (and except as otherwise permitted below, shall cause each Intermediate Parent to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that so long as no Event of Default exists or would result therefrom, Parent may merge with any other person, (c) Parent will, and will cause each Intermediate Parent to, otherwise maintain their passive holding company status; provided that notwithstanding the foregoing, Parent and each Intermediate Parent shall be permitted to be a borrower or issuer of any Indebtedness permitted under this Agreement, a Loan Party of any Indebtedness permitted under this Agreement, grant liens in connection with the foregoing except as prevented by clause (a) above, and take all other actions permitted or required under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt or Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q), (u) or (x) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoingadministrative matters, including taking actions incidental to the consummation of the Transactions, the making of Restricted Payments to the extent such Restricted Payments are permitted to be made to it under Section 6.06, and other activities incidental to compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating related to its employees; provided, (i) hold and own cash or cash equivalents (but not operate any property), (j) provide customary indemnification to officers, further, that notwithstanding the foregoing managers and directors, (k) issue any capital stock or any other restriction in this Agreement, Parent and/or any Intermediate Parent may enter into a merger or consolidation with Parent or any other Intermediate Parent, or may liquidate, wind up or dissolve itself, in connection with a restructuring whereby Parent, any Intermediate Parent or a newly formed Wholly Owned Domestic Subsidiary of Parent or any Intermediate Parent will directly own 100% Equity-Like Instruments if otherwise permitted hereunder, (l) administer benefit plans for employees and independent contractors of the Equity Interests Borrower and its Subsidiaries and directors of the BorrowerParent; and provided, further, that, from and after the Contribution, Parent will be a Guarantor, S&F Stores will accede and (m) perform any activities reasonably related or incidental to the Credit Agreement pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and thereafter be the Borrower, and Parent will thereafter cease to have any liabilities or obligations in respect of its former capacity as the Borrowerforegoing.

Parent Covenant. Parent covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until all Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders shall otherwise consent in writing, (a) Parent will not (and will not cause or permit any Intermediate Parent to) create, incur, assume or permit to exist any Lien (other than Liens of a type described in Sections 6.02(d), (e) or (k)) on any of the Equity Interests issued by Casino, S&F Holdings or Borrower Holdco other than the Liens created under the Loan Documents, the Second Lien Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt, Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q) or (u) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoing, and non-consensual Liens arising by operation of law, (b) Parent shall (and except as otherwise permitted below, shall cause each Intermediate Parent to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that so long as no Event of Default exists or would result therefrom, Parent may merge with any other person, (c) Parent will, and will cause each Intermediate Parent to, otherwise maintain their passive holding company status; provided that notwithstanding the foregoing, Parent and each Intermediate Parent shall be permitted to be a borrower or issuer of any Indebtedness permitted under this Agreement, a Loan Party of any Indebtedness permitted under this Agreement, grant liens in connection with the foregoing except as prevented by clause (a) above, and take all other actions permitted or required under the Loan Documents, the ABL Loan Documents, the Second Lien Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt or Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q), (u) or (x) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoing, including taking actions incidental to the consummation of the Transactions, the making of Restricted Payments to the extent such Restricted Payments are permitted to be made to it under Section 6.06, and other activities incidental to compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to employees; provided, further, that notwithstanding the foregoing or any other restriction in this Agreement, Parent and/or any Intermediate Parent may enter into a merger or consolidation with Parent or any other Intermediate Parent, or may liquidate, wind up or dissolve itself, in connection with a restructuring whereby Parent, any Intermediate Parent or a newly formed Wholly Owned Domestic Subsidiary of Parent or any Intermediate Parent will directly own 100% of the Equity Interests of the Borrower; and provided, further, that, from and after the Contribution, Parent will be a Guarantor, S&F Stores will accede to the Credit Agreement pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and thereafter be the Borrower, and Parent will thereafter cease to have any liabilities or obligations in respect of its former capacity as the Borrower.

Parent Covenant. The Parent covenants and agrees with each Lender thatshall not (i)(x) perform any services or activities, so long as this Agreement shall remain in effect and until all Obligations (or make any cash payments for the performance of any services or activities, other than Obligations those services and activities described in respect the definition of Specified Hedge Agreements“Corporate Overhead” or reasonably related thereto, Cash Management Obligations and contingent indemnification and reimbursement obligations or (y) perform any services or activities, or make any cash payments for the performance of any services or activities that are not yet due and payable and ordinarily performed or paid for which no claim has been assertedby an operating company, (ii) have been paid engage in fullany trade or business, unless (iii) own any assets, (iv) directly or indirectly, beneficially or otherwise, hold or own (whether pursuant to an Asset Swap or otherwise) any Capital Stock or other securities of any Person, (v) issue or incur any Indebtedness or (vi) effect any Equity Issuances, except that the Required Lenders shall otherwise consent in writing, Parent may: (a) Parent will not hold and own the capital stock of itself, the Borrower and, indirectly, any other Person that is either a Subsidiary of the Borrower or an Excluded Subsidiary which is a subsidiary of the Borrower, (and will not cause or permit any Intermediate Parent tob) create, incur, assume or permit to exist any Lien (other than Liens of a type make Investments described in under Sections 6.02(d), (e6.04(c) or (k)d) on any of the Equity Interests issued by Casinohereof, S&F Holdings or Borrower Holdco other than the Liens created under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt, Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q) or (u) or Indebtedness secured by a Lien and make Investments permitted under Section 6.02(t6.04 hereof which are held by the Borrower or any of its Subsidiaries but only to the extent the Borrower and its Subsidiaries are permitted to make such Investment, (c) or 6.02(bb), and any Permitted Refinancing incur Indebtedness in respect of any of the foregoing, Obligations and non-consensual Liens arising by operation of law, (b) Indebtedness that Parent shall (and except as otherwise is permitted below, shall cause each Intermediate Parent to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that incur under Section 6.01 hereof so long as no Event of Default exists or would result therefrom, Parent may merge with any other person, (c) Parent will, and will cause each Intermediate Parent to, otherwise maintain their passive holding company status; provided that notwithstanding the foregoing, Parent and each Intermediate Parent shall be permitted such Indebtedness continues to be a borrower or issuer of any Indebtedness permitted under this Agreement, a Loan Party of any Indebtedness permitted under this Agreement, grant liens in connection with the foregoing except as prevented by clause (a) above, and take all other actions permitted or required under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt or Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q), (u) or (x) or Indebtedness secured by a Lien permitted under Section 6.02(t6.01 hereof at all times after the incurrence thereof, (d) issue any capital stock or 6.02(bb)other Equity-Like Instruments if otherwise permitted hereunder, and (e) administer benefit plans for employees and any Permitted Refinancing Indebtedness in respect of any independent contractors of the foregoing, including taking actions incidental to the consummation Borrower and its Subsidiaries and directors of the Transactions, the making of Restricted Payments to the extent such Restricted Payments are permitted to be made to it under Section 6.06, and other activities incidental to compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to employees; provided, further, that notwithstanding the foregoing or any other restriction in this Agreement, Parent and/or any Intermediate Parent may enter into a merger or consolidation with Parent or any other Intermediate Parent, or may liquidate, wind up or dissolve itself, in connection with a restructuring whereby Parent, any Intermediate Parent or a newly formed Wholly Owned Domestic Subsidiary of Parent or any Intermediate Parent will directly own 100% of the Equity Interests of the Borrower; and provided, further, that, from and after the Contribution, Parent will be a Guarantor, S&F Stores will accede to the Credit Agreement pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and thereafter be the Borrower, and Parent will thereafter cease to have any liabilities or obligations in respect of its former capacity as the Borrower.